If He Chose To Stay
by Hatter23
Summary: What happens if Kevin's power subsided before Ben's did after their first battle when they first met? And what happens if Kevin decided to take up Ben's offer and join them on their road-trip together? For GWEVIN fans! Watch them grow up together!
1. Choosing To Stay

What happens if Kevin's power subsided before Ben's did after their first battle when they first met? And what happens if Kevin decided to take up Ben's offer and join them on their road-trip together? GWEVIN Different time line, story takes place in Ben Ten time but the characters will grow up, fillers between Ben Ten and Alien Force, and future fic as well. Read and Enjoy

**Disclaimer: I DO NOT OWN BEN TEN**

_He still remembers that day ten years ago, it was the only time someone actually gave him a reason to not fight just for himself, but also for those that he cared for. The day that he changed his entire life of just being a psychotic freak that didn't know how to fully use his powers to someone that fought for the ones that he loved and cared for._

_**10 years ago….**_

He could feel every punch that Tennyson threw at him, he felt his power draining from him; he could hold his mutated form of Four Arms no more.

At one more powerful punch from Four Arms, Kevin was sent flying back towards the bridge as the rubble rained down from above onto Kevin's now human form.

Ben slowly made his way over to the rubble as he began to dig his way through the rocks until a soft moaning was heard. Ben reached one of Four Arms' arms into the rubble as he pulled out a coughing Kevin 11.

"Do it" coughed Kevin, "I know how badly you want to finish me off, so DO IT!" he shouted

"Do you really think I'm that much like you?" replied Four Arms, "I might be a freak like you but I use my powers for good and to protect those I care about."

Kevin only glared at Ben as he was slowly placed down onto the ground where he collapsed from exhaustion, as the wail of the omnitrix started to go off and flash red as Four Arms turned back into Ben who walked over to Kevin.

"We can help you" said Ben as he gestured over to his Grandpa and Gwen "You can learn to control your powers, and we can still be partners, we'll just be using our powers for good and not just for ourselves."

Kevin frowned; all he could think about was his past life, from losing his father to watching his mom be re-married to a man he hated. To being thrown out of his house and left to fend for his self. Kevin closed his fists in anger, he lived a short life with so much sorrow, and now this kid was offering to help him, maybe this was his chance, a chance to start a new, but was he ready for such a big step?

Kevin looked back towards Ben's small family, if only he had that growing up then maybe his life would be happier, he turned back towards Ben.

"What's in it for me?" Kevin questioned.

Ben smirked "Well for starters people will like you" he replied as he stuck out his hand towards Kevin.

"And you can actually be a part of a family" added Grandpa Max as he and Gwen made their way over to where Kevin and Ben were.

Kevin watched as they made their way over with huge smiles plastered onto their faces, they actually wanted him to be a part of their family, they actually wanted to help him; he finally looked back at Ben and gave in as he took his hand in his.

"Okay" Kevin merely replied with a small smile as Ben lifted him off the ground.

Grandpa Max and Gwen made their way over to Kevin and Ben.

"Now Kevin, I don't care if you travel and hang around with us but there's still a lot to learn about you, and there's going to be a whole new level of trust to establish between us" Max spoke.

"I understand…..Sir" Kevin quickly added.

Max only chuckled "its okay you can call me Max" he replied as he placed a hand on Kevin's shoulder smiling.

Kevin released his breathe that he didn't even realize he was holding as Max lead them all back to the Rust Bucket.

Once they were inside Kevin took in his new surroundings, it was a bit beaten up but seemed to fare better than the outside of the vehicle. It was a small R.V, but to Kevin it was like a mansion after spending months in an abandoned subway.

"You can sleep here" said Max as Kevin turned towards where he was referring to, which turned out to be a small stained couch.

Kevin merely nodded, "Come on I'll show you around" stated Ben as Kevin quickly followed him.

"This is the bathroom" Ben referred to a small door in the wall of the R.V, "It sometimes takes three people to flush the toilet" Ben mused as they continued to the back of the R.V, "And this is where Gwen and I sleep" said Ben as he pulled back a curtain reveling two bunk beds.

"And that's about it!" Ben smiled to Kevin who gave back a small smirk in return.

"Alright kids I think we've had enough excitement for one day why don't we all hit the hay" Max said as Gwen and Ben moaned an "Okay Grandpa".

Kevin watched Ben and Gwen move back towards the back of the R.V behind the curtain only for Ben to shortly return with a pile of clothes and his toothbrush as he headed towards the bathroom to change.

"Here Kevin is an extra pillow and blanket for you to sleep with," said Max as he handed the stuff over to Kevin who gave a small smile and nod in return as he whispered a small "Thank you".

Max nodded as he headed back over to the front of the R.V where he started the engine and headed off towards the outskirts of the city, as Ben approached Kevin from behind "Want to borrow a pair of my old pajamas?" Ben offered.

Kevin turned to face him "No it's okay, I'll just sleep in what I have on now, I mean I have been for the last few months anyway so what will one more night do?" Kevin replied.

"If you insist, we're heading towards a camping area for tonight but tomorrow Grandpa said we can go to the mall in the next town over so you can get some new clothes if you like?" Ben stated.

Kevin stared in awe; they were actually offering to buy him clothes with money from their own pockets, "Uh… Th...Thanks" Kevin stuttered.

Ben smiled "No problem" he replied as he gave a loud yawn, "Alright I'll see you in the morning then, night" Ben waved off as he headed towards the back of the R.V to disappear behind the curtain.

"Night" Kevin whispered as he turned towards the small couch where he removed his shoes and got underneath the blankets where sleep quickly took him.

**Hope you enjoyed!**

**Please Read and Review! **


	2. A Rude Awakening

The next morning Kevin was awakened by the sound of loud shouting. "BEEEEENNNN!" a shrill voice rang out as Kevin shot out of bed.

He took in his surroundings remembering what had just happened mere hours ago, he was traveling with Ben with his cousin and grandpa, and if he was mistaken that shrill sound must be his cousin.

Kevin had just realized the R.V was not moving so they must be stopped at the campsite Ben was telling him about last night, but his thoughts were soon interrupted as the door to the Rust Bucket slammed open revealing a not so happy girl with what looked like oatmeal dripping down her hair and onto her blue shirt.

Gwen took no interest in Kevin as she stomped her way over to the back of the Rust Bucket where she disappeared for a moment only to quickly appear with a new shirt in hand and a red towel. She marched over to the bathroom door muttering angrily as she slammed the door shut locking herself in the bathroom.

Kevin merely blinked after her, "Someone's not a morning person" he said to himself as he laid back down onto the couch closing his eyes, a few seconds later he heard the water turn on, as he listened to the spray of the water he slowly drifted back to sleep.

Kevin's sleep didn't last long as his eyes flew open to the sound of the bathroom door slamming against the nearby wall.

Kevin slowly rose from the couch giving a loud yawn and stretching out his arms revealing to himself of the sound sleep he had received the prior night.

"Oh good your finally up" a now cheery voice spoke to him as he turned towards the owner of the voice.

"Uh yeah" he said scratching the back of his head, "What time is it anyways?" he asked.

"It's about 10 o'clock, we figured we give you some rest after what happened yesterday" she replied.

Kevin merely nodded "So what was that all about?" he questioned as he pointed to the door and then to the bathroom.

Gwen frowned at Kevin as she crossed her arms "A little natural disaster I like to call my cousin Ben!" she angrily shouted as Kevin sat back from her.

"He's such a dweeb, why does he always have to make it a habit to destroy my life before the day even begins!" she proclaimed as she threw her hands in the air in desperation.

"Ughhh, out of all the people in the world I got stuck with him as my cousin!" Gwen continued to rant as she finally sunk back into the end of the couch with her hands covering her face. Kevin merely stared at her not knowing what he should do, this was something he wasn't really used to or even good at.

"Uhhh…" Kevin was lost for words, "Look I'm not really good with these things…." Kevin began before he was interrupted by Gwen who quickly rose from the couch.

"Oh, no Kevin, that was just me ranting, I'm sorry, I didn't mean to freak you out" she said giving him a small smile.

Kevin smiled back relieved by her words, "It's okay, I'm just not really used to these kind of things yet" he replied.

Gwen placed a hand on Kevin's shoulder "Well get used to them, they're going to be happening quite often around here" she smiled.

Kevin looked at the hand on his shoulder and hid a small blush that was creeping onto his face, he hadn't really been this close to a girl in awhile, he looked at her, she had flaming red hair and gorgeous green eyes, wait what was he saying? She was _**just**_ a girl.

Kevin tried to break the awkward moment as he pulled away from her hand "So do you guys have anything to eat?" he asked.

Gwen looked at him and replied "Of course, that is if you don't mind eating anything that has six furry legs or antenna?"

Kevin gave her a questioning look, as she sighed "Grandpa tends to only make food that involves insects and reptilian gizzards."

Kevin's face turned green "Uh that's okay I'll wait till we get to the mall," Gwen gave a small laugh, "But that doesn't mean Ben and I don't keep a stash of our own food, I mean you did see me walk in this morning wearing oatmeal as a hat, right?"

Kevin laughed "Yeah, It seemed to suit you" he joked as Gwen gave him a small shove and began laughing with him.

After reclaiming her breath Gwen asked "So would you like a bowl of oatmeal this morning to hold you over till we get to the mall?"

Kevin smiled "Sure why not?"

After breakfast everyone piled into the Rust Bucket as they headed off towards the mall, once they arrived, Ben and Gwen quickly bolted from the R.V.

As Kevin was getting up from his seat a voice stopped him, "Kevin could you come here for a moment?"

Kevin turned to the voice that belonged to Max, "Uh, what's up?" Kevin asked nervously.

Max stared at the boy as he pulled out something that he was hiding behind his back, to Kevin the object resembled an old silver watch, "What is it?" Kevin inquired.

Max smiled down at the strange object, "It's an electrical inhibitor, it helps control and maintain fields of electricity" he explained. "From what I've seen from you, your powers exhibit electrical absorption, and right now you are unable to control this power, this device, will help you so that you will only be able to absorb a little energy at a time until you are able to understand and truly control your powers" Max finished.

Kevin stared at the object and hesitantly he reached his hand out towards it, as he grasped the item he slowly placed it around his wrist, where immediately he could feel his body relax, like something inside of him stopped moving, it made him feel calm and reserved.

"Wow" was all Kevin could say as he looked up to Max "I'll help you control your powers as you grow, before you know it, you won't need this item to help you stay in control" Max smiled.

"In time we will find out what race of alien you derive from, this will help with your training" Max explained as he placed his hand on Kevin's shoulder as he led them from the Rust Bucket.


	3. To The Mall

Once Kevin stepped out of the Rust Bucket, Gwen quickly grabbed his hand "Come on Kevin I'll help you pick out some new clothes!" she said with excitement. Kevin's face turned beat red as he realized she was holding his hand making him stutter an "Oooo…kkayy" as he followed closely behind.

But Kevin was quickly snatched away from Gwen when Ben grabbed his arm "Shopping's lame will do that last, come on Kevin let's get the new Sumo Slammers!" Ben proclaimed shooting his hand up into the air.

He was quickly stopped again by Gwen pulling him away from Ben, "We're not here to buy more video games; we're here to get stuff for Kevin!" Gwen shouted at her cousin as she firmly gripped his hand as they walked towards a near clothing store.

"Yeah Kevin likes Sumo Slammers so he needs to get his own copy!" Ben said grabbing onto Kevin's other arm.

"You two can share the games!" pronounced Gwen as she tried to pull Kevin from Ben's grasps.

Before Kevin knew it he became the item of tug of war between the rivaling cousins, before he was about to be ripped in two Grandpa Max had arrived to the scene.

"What's going on here?" he asked

"I was going to take Kevin here to shop for some new clothes" proclaimed Gwen.

"And I was going to take Kevin to get a copy of the new Sumo Slammers, besides guy's hate shopping" said Ben.

Max sighed, "Ben, Gwen's right, we're here to get him some new clothes, maybe if we have time we'll stop by the gaming store later, but right now, Gwen why don't you help Kevin while Ben and I go find some tools for the Rust Bucket?"

Ben gave a shock of surprise as he let go of Kevin who shot towards Gwen who was now grasping onto Kevin's arm which just made him turn even redder, as Gwen stuck out her tongue to Ben and dragged Kevin off to the nearest clothing store.

After two hours of Kevin saying "no" to all the clothing items Gwen showed him she had nearly given up, as they were now sitting together eating lunch as Gwen fussed over how picky Kevin was when it came to clothing.

Kevin sighed "Look, do I look like someone who wears colorful cheery clothes?" he asked the fiery female.

Gwen only stared at him and humph "Well after living on the streets for a few months I thought you might like a little change".

Kevin smiled at her "Look, I'm a basic black wearing guy, if you help me find clothing like that, I might stop saying "no" to everything you show me" he offered.

Gwen turned back towards him and sighed "Alright, I think I know the perfect store for you then" she smiled as she got up from the table and grabbed Kevin's arm.

Kevin had become used to Gwen dragging him around all day, to his surprise they actually got along quite well, though she was a bit sharp tongued and fiery, he found himself to like a girl like her who could stand up for herself.

Gwen stopped walking as they arrived to a store that to him came right out of the dark times; everything was black from the hats to the shirts to the pants. He actually came to like the store as Gwen brought him over to a shirt rack that was laced with black shirts that were graffiti with band names to video games, one shirt that he picked out of course had SUMO SLAMMERS written in red across the front of the shirt, which Gwen only frowned and sighed at, but Kevin only laughed.

After an hour in the store they had purchased four pairs of black jeans and two pair of ripped up blue jeans for Gwen stated (you need a little variation) in which Kevin only nodded in agreement. While he ended up with multiple shirts ranging from black to dark navy blue, he had even picked out a few hats that had interested him; for once Kevin left the store with a smile on his face.

As they walked back towards the Rust Bucket, he heard Gwen sniffing; he gave her a puzzling look, "What?" he asked.

Gwen wrinkled her nose "You stink" she blandly stated.

"Forward much, of course I stink I haven't had a shower since I was kicked out of my home" Kevin replied.

Gwen was lost for words for a moment at the mention of his former home "its okay" he quickly stated, "I mean they had their reasons, and….." he stopped short, "Look I don't want to talk about it right now okay?" he finished.

Gwen nodded "Of course when you're ready to let us now then you'll tell us" she looked at him, "But you need a bath, you stink" she smiled.

Kevin only laughed, "Okay will do."

When they approached the Rust Bucket, Ben quickly approached them "Took you guys long enough!" he said in frustration.

"It took us awhile to find a store that Kevin actually liked" stated Gwen.

"Yeah, well whatever, anyways, I got the new Sumo Slammer, wanna play Kevin?" asked Ben excitedly.

Kevin was about to reply with an excited "Yes!" but was stopped short by the look Gwen was giving him, as he remembered his prior promise.

"Uh, maybe after I clean up?" Kevin replied looking back over at Gwen who had a smile on her face.

Ben sigh "Fine whatever" as he approached his chair he was sitting in prior playing one of his games.

Kevin followed Gwen into the Rust Bucket, she had him pick out one of his new outfits to wear as she handed him a towel to use.

"There's soap, shampoo and conditioner in the shower already, once you get undressed give me your clothes and I'll put them in the wash for you" Gwen said as Kevin nodded as he headed into the bathroom.

After disposing of his old clothes and placing the towel around his lower half he handed his clothes out to Gwen who stared at him in shock.

Her face grew red as she stared at him, and as he realized their hands were touching he began to turn red as well.

"Thanks" he said.

"No problem" said Gwen as she turned away from Kevin as he shut the bathroom door.


	4. The Never Ending Nightmare

First off thanks for all the positive reviews! I'm going to try to update as much as I can, I'm glad everyone is enjoying the story!

_Italic= Dream/Memory Sequence_

Disclaimer: I DO NOT OWN BEN TEN!

Kevin stepped out of the shower feeling greatly relieved, it felt good to have a shower after not being able to do so for months. His hair was no longer greasy and to himself he smelt pretty good, knowing now that he would get an "okay" from Gwen, who was waiting patiently outside the door.

Kevin placed his new Sumo Slammers shirt on along with a pair of new black pants, and he placed his old pad lock necklace around his neck. He looked at his reflection in the mirror and smiled, he liked the new him, and he was going to try his hardest to change his life.

Finally Kevin opened the door to the bathroom to greet a smiling Gwen. "That looks better" she complied as she took a whiff of him "And smells better too" she finished.

Kevin only laughed "It did feel good to get a little cleaned up" he replied as he scratched the back of his head.

When suddenly the door to the Rust Bucket opened revealing an anxious looking Ben "Come on Kevin, Sumo Slammers isn't going to wait forever!" he proclaimed.

Kevin looked over to Gwen who gave him a small nod and smile "Go ahead" she sighed.

"Thanks Gwen!" said Kevin as he ran over to Ben and followed him to the kitchen table where the computer was set up with the new Sumo Slammers.

It took only seconds for Kevin and Ben to get fully absorbed into their new game, with them occasionally shouting at the screen and cheering each other on.

After about an hour Grandpa Max entered the Rust Bucket looking from the boys to Gwen who was sitting on the couch reading one of her magic books.

"Alright kids it's time to hit the road, we're off to our next destination!" Grandpa announced excitedly.

Ben pause their game of Sumo Slammers and sighed and muttered to Kevin "Hopefully it will be better than our last stop in Sparksville, nothing but tourist traps" Kevin gave a small nod in return.

"I heard that Ben, now why don't you put that game to rest for tonight and get ready for bed, we'll stop at a nearby camp ground for the night and in the morning we'll get in a little training for all of you" Grandpa said with smile.

Ben sighed as he turned off the game and made his way to the back of the Rust Bucket, Kevin was still taking in what Max had just said, they would be training tomorrow, this means he would get to see if his new power inhibitor worked.

Kevin looked down at his wrist where the bracelet sat, to him it made him feel at peace, he didn't have those wild thoughts of trying to hurt someone to make himself feel better.

His train of thought was interrupted by Gwen "You okay Kevin?" she asked quietly.

Kevin shook his head and looked over to Gwen "Yeah I'm fine" he said plastering on a fake smile as Gwen looked at him curiosity.

"Okay whatever, good night then" she said as she walked to the back of the Rust Bucket.

Kevin sighed at "Night" as she walked by as he turned towards the cupboards below the couch to where he and Gwen had placed his new clothing. He reached out and pulled one of the shelves out and pulled out a new set of pajamas, as he headed towards the bathroom to change.

Once Kevin was changed he approached the couch and retrieved his pillow and blanket. He laid down facing the ceiling where he watched the light overhead swing back and forth to the motion of the R.V; Kevin closed his eyes as sleep took him.

Kevin woke up with a start as he was breathing heavily, he placed a hand on his head as he shook the nightmare away, "It was just a dream" he kept telling himself as he tried to calm his breathing and laid back down to stare at the ceiling once more.

The dream was terrifying to Kevin, just another reminder of who he once was. He closed his eyes as the pictures returned.

_Light was flashing everywhere as his temper built within him, he could feel the electricity building up inside him, climbing his limbs like a ladder._

_When he finally released the energy everything went dark, a loud rumbling was heard around him as a women's scream echoed throughout the home. He felt exhausted but yet felt relieved of the release of power, he looked around to the home he had just brought down. A home filled with sorrow and bitter memories, tears started to build up in his eyes at the forgotten memories._

"_MONSTER!" a rough voice screamed at Kevin who looked towards where the voice was coming from._

_A man in his late 40's was approaching him holding up a woman around his shoulders._

"_GET OUT OF HERE!" he bellowed, Kevin's sadness quickly turned to fear as he started to move away._

"_NOW, LEAVE HERE YOU FREAK!" he shouted again, the word freak burned Kevin from the inside out, he turned away and started to run to the still standing shed at the back of the house._

_There Kevin found his old bike and padlock which he put around his neck as he mounted the bike and just peddled, onward he went to near exhaustion when he collapsed on a hillside where before he closed his eyes he saw the early sun rising over the metallic city._

Kevin quickly opened his eyes that began to water, he looked around the dark R.V to realize they were at the campground, for the R.V was no longer moving and he could hear the soft snoring coming from Max at the front of the vehicle.

Without thinking twice Kevin threw his blanket off of himself and made his way outside to the dark world around him not turning back.


	5. Midnight Agreement

**Sorry about the cliff hanger but I wanted to keep you guys hanging for a bit. **** Two chapters in a day I'm pretty happy, hope you guys enjoyed the last chapter and that you will enjoy this next one!**

Kevin started to make his way from the R.V; his mind was processing in overdrive, all he could think about was his past and what he was.

He stopped moving for second and looked down at his hands; to him they were just destruction, causing nothing but pain and sorrow. He clenched them together as tears started to stream down his face; he was at loss of what to do.

If he stayed he was afraid he would hurt them, but if he left where would he go? A burning sensation started to build in his body as the tears started to fall faster. He tried to compose himself, trying not to yell out, to scream to the sky of why he felt this way, and why he was chosen for such fate?

His revelation came to an end when he heard the squeaking of the door to the Rust Bucket open. Kevin froze in place as he saw a dark figure exit the vehicle, in desperation Kevin flung his body behind the nearest tree as he rubbed his eyes and face trying to get rid of the fact that he had just been crying.

"Kevin?" the quiet voice spoke. Kevin felt his body tense up, it was Gwen, she must have heard him get up and see that he was no longer sleeping on the couch.

"Kevin I know you're out here" Gwen composed, Kevin kept quiet as he heard her getting closer to his hiding spot.

The footsteps came closer Kevin prepared himself for what was to come but was surprised when he heard her sigh as he listened to her footsteps become quieter.

Kevin gave a sigh of relief "AHA!" a dark figure sprung out in front of Kevin as he gave a shock of surprise.

Gwen began to laugh as she quickly asked "What are you doing out here anyways?"

Kevin merely blinked at her as he looked down to his bare feet.

Gwen raised an eyebrow "I heard the door open, and I decided to go take a look for myself, and I saw that you weren't in your bed, so I figured I go look for you" She finished.

Kevin sighed and looked into her face which was full of inquiry, when she finally asked "Were you crying?" looking deep into his face.

This threw Kevin out of his thoughts as he quickly replied "NO!" "Of course I'm not crying…. Only babies cry!" stated Kevin as he threw back his shoulders and deepened his voice.

Gwen covered her mouth with her hand as she contained her laughter, "Okay whatever you say" she retorted.

Kevin reclaimed his composure as his shoulders relaxed and turned his head away from Gwen as he leaned against the tree.

Gwen gave him a questioning look "You know Kevin" she began as she placed a hand on his shoulder "You can tell me anything, I'm here to help you, along with Grandpa Max…. and even Ben" she quickly added as Kevin turned to look into her eyes.

To Kevin they were mesmerizing, but he couldn't bring himself to claim them as so or approach the feelings he was having, so he quickly looked away again.

"I'm… just thinking" he remarked, Gwen nodded "About….?" She tried.

Kevin began to wonder if he could trust her, but then he thought back to the prior afternoon and to the good time they had together, he smiled at the thought.

Letting out his breathe he turned back to Gwen "It's just… so much has happened in my life, in such a short time, it's just…. A lot to take in I guess" he explained.

Gwen smiled at Kevin as she slid her hand down his arm to grasp his hand "Do you want to talk about it?" she asked.

Kevin felt his face turn red as he felt their contact, he knew he could trust her, but he also didn't want to scare her.

"Alright look" he began getting a small smile from Gwen who has happy he was finally opening up to her.

"I'm not ready to tell you everything, but I'm willing to explain a little, maybe… maybe it will help" he finished.

Gwen nodded "I understand, you can tell me everything when you're ready, come on I want to show you something" she smiled as she pulled him back to the Rust Bucket.

Kevin raised his eyebrow as he was dragged back to the Rust Bucket. To his surprise Gwen didn't drag him back inside but to the back of the vehicle where a latter stood.

"Come on" Gwen whispered as she began her decent up the ladder.

Kevin gave a short sigh as he followed Gwen up.

Once they reached the top of the Rust Bucket Gwen tiptoed silently to the edge of the R.V with Kevin close behind.

As Gwen sat down she patted the seat next to her complying Kevin to do so too, in which he did trying to leave a small space between them.

They let their legs dangle from the edge as Gwen sat back on her hands as she smiled towards the sky. Kevin decided to look up as well, and what he saw was amazing, the sky was lit up by thousands of stars, and the moon was in full glow as well.

"Wow" he mused "After living in the city for awhile I forgot the sky could look like this" he grinned.

Gwen gave a small laugh "Yeah I know, this is my favorite part of these road trips, sometimes when I can't sleep I come out here to think and just let my mind become clear" she stated.

Kevin nodded and closed his eyes, he felt at ease, he hadn't felt this relaxed in a long time "I wish this is how I always felt" he replied sadly.

Gwen gave him a curious look "It's just that, most of the time I feel angry, and like it's all twisted up inside me and after awhile it needs to be released into this one huge explosion" Kevin said.

"That's not healthy Kevin" Gwen replied quietly, "People need to express how they feel and let out what their feeling at that moment, to let it build up like that is just asking for trouble".

Kevin only nodded as a smile plastered his face "What?" Gwen asked with a smile.

"So what you're saying is I need to let out my emotions kind of like what you do at every given moment?" he smirked.

Gwen only glared at Kevin as she turned away crossing her arms, "I do not!" she complied.

Kevin only laughed at her attitude "You're doing it right now" he said.

"Grrrr…. Kevin I swear you're just like Ben sometimes!" she bellowed.

"Hey, I've got to say I think I'm a little bit better than him, and besides I was just joking…slightly" he replied with his hands up in defense.

Gwen didn't budge, as Kevin sighed "Look, to tell you the truth I wish I could do that, then I wouldn't be so angry all the time" he apologized.

Gwen turned to face him and uncrossed her arms, "I know I can be a little fiery at times, but you have to give me credit, trying being around Ben for 24 hours and let me know if he doesn't drive you a little insane" she joked.

Kevin laughed "Yeah I guess I can't blame you then".

Gwen smiled at Kevin as they both looked back up to the sky.

After a moment of silence Gwen decided to break it "Kevin?" she asked.

"Yeah" he replied as he looked towards her.

"You know, I can teach you some meditation if you like?" she began "I mean to help you control your emotions and all?" she offered.

Kevin stared at her for a moment "You would really do that?" he questioned.

"Of course!" she relinquished; "We're here to help you, and this is how I can be a part of it" she smiled, "Every night we'll come out here and train for about an hour or so" Kevin nodded as he listened.

"And in return" she started again, "Maybe we'll get to learn a little bit about each other?" she questioned.

Kevin gave her a smirk as he stuck out his hand "Deal" he agreed.

Gwen looked towards his hand as she placed hers into his.

"Deal" she agreed.

But suddenly a huge force was sent through both their bodies, a short electrical spark, they both pulled away.

"I'm sorry!" Kevin began as he looked at Gwen apologizing.

"No, Kevin, it's okay, it didn't really hurt, it just startled me that's all" she said trying to calm him.

Kevin gave a sigh of relief, "Okay" he said.

"Besides" she began as Kevin looked towards her, "I don't think it was you who did it anyways, your bracelet shouldn't be letting electricity out without you thinking about doing so" she began.

Kevin looked at her surprise, she was right, he hadn't emitted that spark, but if he didn't, what did?

Kevin and Gwen looked at each other in confusion as their faces began to turn red.

"It's getting late I think we should head back inside" stated Gwen standing up, Kevin following in turn.

"Um, yeah it's been a long day" Kevin smiled as he followed Gwen down the ladder.

When they reached the front door of the Rust Bucket Gwen turned around to face Kevin which surprised him, but what surprised him even more was when she threw her arms around Kevin and whispered a quick "Good-night" to him as she raced inside, leaving Kevin speechless.

**So how do you like it so far? I feel think Kevin and Gwen's relationship is progressing a little fast right now, and I'm going to try to slow it down a little till they get a little older, I'm just trying to address how quickly in Ben Ten: Alien Force they came to trust each other and how you could tell there was instant chemistry between them. So for right now its building that bond they have, I promise it will be full of fluff between them for I LOVE the pairing!**

**Please Read and Review!**

**P.S There will probably be a new chapter up sometime tomorrow!**


	6. Training Days

**Sorry for some of the spelling errors in the last chapter!**

**Disclaimer: I DO NOT OWN BEN TEN!**

Kevin awoke the next morning feeling relatively well, the nightmares hadn't returned and he believed it was because of his and Gwen's talk last night in which he grinned at the memory.

But Kevin was brought out of his thoughts by someone shouting his name "Kevin, breakfast!"

Kevin felt his stomach growl as he made his way outside, he looked outside to find Ben and Gwen sitting around the small pick-nick table eyeing their food suspiciously.

Kevin walked over to where Gwen was sitting and sat down next to her. Her face was scrunched up in disgust at what was lingering on her plate; he looked over to Ben who was doing the same thing.

Before Kevin knew it a plate piled high with a white mush topped with what looked like black beetles was placed in front of him.

He wrinkled his nose at the sight in front of him.

"Alright guys you better eat up, we start training in 30 minutes!" shouted Max as he began to joyously eat his helping of…. Whatever it was he had made.

Ben faked gagged into his mouth as he stared down at his plate and picking up his spoon he began to push the white mush around.

After Grandpa Max had finished his helping of his meal he turned towards the kids where he noticed they hadn't even touched their breakfast.

"Everything all right kids?" he asked.

They all turned and looked at him and then back to each other until Ben finally had the courage to say what they were all thinking "Well Grandpa the thing is, we're not used to food like this" Ben began.

"What do you mean Ben?" Max asked with a puzzled expression.

"Grandpa, it's not normal to eat food with bugs in them" Ben replied.

Max looked down to the ground a little heartbroken "Oh I, see" he said.

"What Ben means Grandpa is that you do make really good food" Gwen began "But we're just not a huge fan of when bugs are thrown on top" she finished.

Max gave a nod in acknowledgement and sighed "Alright I see what you're saying, we'll stop by the next grocery store to pick up things that you kids are willing to eat" Max replied.

Ben gave a silent cheer while Gwen and Kevin shared a smile.

"But you kids still need to eat something" Max said.

"That's okay Grandpa we've got a stash of breakfast supplies that we've got-OUCH!" Ben started before he was kicked by Gwen underneath the table.

Kevin had to place his hand over his mouth to contain his laughter as Gwen smiled widely at her grandpa "What Ben means is that we can look inside to find something simple to whip together for breakfast before we start training" said Gwen.

Ben rubbed his leg from underneath the table "Yeah…. What she said" Ben said while nodding towards Gwen.

"Come on you two let's find something to eat" Gwen responded as she got up from the table Ben and Kevin following behind.

Gwen, Ben and Kevin were able to find a box of cereal in their remaining stash of food, once they finished they headed back outside to where Grandpa Max was waiting for them.

"Okay, now that you have some energy, is everyone ready?" Max asked.

"Yeah" they all replied.

"Alright let's go, I found a remote spot in the forest where no one will find us while we're training" Max said as he turned towards the forest motioning them with his hand for them to follow.

The kids began to follow Max into the forest, after about 15 minutes they arrived at a small opening in the forest.

"Okay kids, today we'll practice the basics, but for right now I want you guys to get warmed up by jogging twice around this field, got it?" Max ordered.

Ben crossed his arms and humph "But grandpa, what's that going to help with, I've got ten aliens to figure out how to use and this is only going to waste time" Ben complained.

"Ben if you keep complaining I'm going to make you run around this field ten times, each with your alien counterparts" threatened grandpa.

Ben uncrossed his arms and straightened up "Yes grandpa" Ben sighed in defeat.

"Good, now get going you three" grandpa said as he pointed to the field.

The three kids began at a short jog keeping together easily, but Ben being himself decided to make it interesting "Hey Kevin" Ben panted.

"What is it Tennyson?" Kevin questioned.

"Bet you five of my best Sumo Slammer cards that you can't beat me in a race around this field?" Ben challenged.

"You're on" Kevin accepted as he began to pick up speed and sprinted ahead of Gwen and Ben.

"You'll never catch up to me Tennyson!" Kevin teased from ahead, as Gwen rolled her eyes at the boy's immaturity.

"Wanna bet Levin" Ben asked as he dialed his watch and slammed down onto the omnitrix.

At a flash of green light and an exclamation of "Stinkfly!" did Ben re-appear.

"Stinkfly?", "I dialed XLR8, stupid omnitrix!" Ben complained. "Oh well, he'll have to do" Ben agreed as he took off towards Kevin.

Kevin was in the lead and was sprinting as fast as he could when a foul odor made its way into his breathing area "Ugh what's that smell?" Kevin complained as he plugged his nose.

Just as he asked his question Stinkfly flied up right next to Kevin, "What's the matter Levin?", "Too fast for ya?" Ben teased.

"Hey no powers!" Kevin complained.

Ben only laughed "We didn't say anything about using our powers" Ben reasoned.

"I'll show you no powers" Kevin said as he sprung onto Stinkfly's back.

"Hey, what are you doing?" asked Stinkfly.

"Just making the odds even" grinned Kevin as he gripped onto Stinkfly's back.

"We'll see about that!" Stinkfly proclaimed as he sped upwards to the sky.

Kevin held onto Stinkfly with all his strength as Stinkfly did everything to get Kevin off his back, he spun in fast circles and climbed high into the air while performing loops, but Kevin still held tight.

"That… all… you got… Tennyson" Kevin teased as he was being whipped around.

"Okay how about this one" Stinkfly challenged as he sped high upwards and once he reached a reasonable height, he went into a back-flip and spun to the ground below, with Kevin holding on for dear life.

"Ahhhhhh!" Kevin screamed during the downward spiral, as Ben laughed in victory "Had enough yet?" Ben challenged.

"You're going to have to try harder than that" Kevin challenged as he hung on.

But before Ben could say anything the omnitrix started to wail and flash red "Uh-oh" Ben stated as he headed back towards the opening in the forest.

Just as they reached the ground Stinkfly transformed back into Ben who was then crushed by Kevin they both landed with an "Oomph!"

Kevin quickly got off from Ben as he brushed himself off, "Nice flying Tennyson, but you still couldn't beat me off" he grinned in triumph.

Ben slowly got up from the ground and frowned "Well if the omnitrix didn't time out…!" Ben began before he was interrupted by an agitated voice.

"If the omnitrix wasn't enabled in the first place, then you wouldn't have to run an extra 5 laps around the field!" Grandpa Max stated angrily.

Ben winced at his words "But what about Kevin?" he questioned.

"Kevin didn't use his powers and he's new some I'm cutting him slack for just this once" replied Grandpa as he turned to a smiling Kevin.

Ben only mumbled as he headed off to run his laps around the field.

"Wow, I can't believe you weren't thrown off" remarked Gwen as she made her way towards Kevin.

"Trust me I can't be beaten that easily" Kevin smirked as Gwen rolled her eyes.

"Alright Kevin are you ready for your training?" asked Max approaching Gwen and Kevin.

Kevin turned towards him and nodded "Uh, sure" he replied quietly.

"Okay then, Gwen will you be okay by yourself?" Grandpa questioned.

"Yeah no problem, besides I take already know karate, and I learn everything from my books" Gwen smiled as she held up one of her spell books.

"Alright dear, call if you need anything" said Grandpa as he waved her off.

Kevin followed Max over to an area away from where Gwen was sitting.

"So, Kevin" Max began as he stopped to face Kevin "What are the basic forms of your powers?" Max finished.

Kevin looked down at his hands and clenched them together "All I know is that I can absorb energy" he stated blatantly.

Max nodded "What kind of energy?" Max questioned.

Kevin gave a small shrug "I don't know, it's mostly electrical currents that can short circuit a machine, but I guess I can also absorb energy from the omnitrix as well" Kevin guessed.

"Hmmm" Max thought for a moment while he stared at Kevin "You said you can absorb energy?" he said while pointing to Kevin.

Kevin nodded "Yeah, but I've only absorbed electrical energy" he said.

Max nodded, "And just out of curiosity, your last name isn't 11, but Levin?" he asked.

Kevin looked down towards the ground and nodded "Yeah" he answered sadly.

This made a smile grow on Max's face as he whispered "You look just like him".

Kevin turned his head towards Max "What?" he questioned.

Max only smiled and shook his head "Nothing, now, have you ever tried absorbing matter?" he asked.

Kevin gave him a questioning look "What do you mean?" he asked

Max gave a short laugh "Matter, like stone or wood?"

Kevin shook his head "No I've never tried"

"Well let's start off with that then" said Max as he started to look around the field.

"Over there" Max started as he pointed to a giant rock that was sitting near the edge of the forest "Let's see if you can absorb the matter from the rock" he finished.

Kevin nodded as he made his way over to the rock, "Now what?" Kevin questioned

"Place your hand on it, and just like you absorb electrical energy, try to absorb the matter from the rock" Max explained.

Kevin looked down at the rock as he placed his hand on it; he closed his eyes and took in a breath as he tried to absorb the rocks matter.

Nothing was happening as he tried desperately to absorb the rocks energy, "It's not working" Kevin grumbled.

"Just keep trying Kevin, you need to clear your mind and only think about absorbing the rocks matter, don't think about anything else, you need a clear mind" Max explained.

Kevin continued to concentrate on the rock, desperately trying to absorb it while clearing his mind, but his mind wouldn't stop reeling as he thought about the last time he absorbed energy. All he could remember was what went through his head at those moments, nothing but destruction had flashed through his mind.

But then Kevin began to think of his and Gwen's little moment last night, of how she believed in him and was willing to help him regain his control.

Kevin smiled at the thought, when suddenly he felt a cold sensation rise through his arm, and when he opened his eyes he saw that his arm was covered in an armor like substance of stone.

He pulled away from the rock in shock as he stared at his arm "You did it Kevin!" exclaimed Max.

Kevin looked from Max and then back to his arm "I…I…I didn't know I could do this" Kevin smiled triumphantly as he began to test out his new arm.

"I feel stronger, and my mind isn't bent on destruction!" Kevin shouted with happiness.

Max smiled at Kevin and his revelation, who had turned back to face him, his face turning to a frown "But Max, how did you know I could possibly do this?" Kevin questioned.

Max smiled at him "Let's just say I've seen a lot of alien species in my days kid, and I have a feeling I know what breed your alien ancestry is" he told Kevin.

Kevin raised his eyebrow "You do?" he asked curiously.

"Yes, I believe you are half Osmosian" Max smiled.

"Osmosa…what?" Kevin tried.

Max gave a short chuckle as he placed a hand on Kevin's shoulder "Osmosian, an alien species that is able to absorb, hold, redirect, and discharge virtually any type of energy through their bodies" Max explained.

Kevin stared at him in shock "But there's a price to your power, without proper training and knowledge of your power, if you absorb too much of an energy at once, it can make the user mentally unstable.

Kevin was hit with realization "So that's why whenever I absorbed all that electrical energy my mind would go nuts" he said.

"Exactly" stated Max "But I happen to know a lot about Osmosian's and I am more than willing to help you control your powers so you'll never have to have those thoughts again".

Kevin smiled up at him "Really?" he questioned

"Definitely" finished Max

"But for right now we'll stick to basic matter, and making it so you are able to change your entire body into a substance" Max explained.

Kevin nodded "I'll try my hardest everyday so that I can finally be normal…. And no longer a walking disaster" Kevin said sadly.

"Don't worry Kevin we're all here to help you" Max said as he pointed to where Gwen was sitting meditating and Ben was messing with the Omnitrix.

Kevin smiled "Yeah, I know you guys will be there for me" he agreed.

"Now, let's see if you can absorb the matter throughout your entire body" Max stated.

"Okay" said Kevin as he placed his hand back onto the rock as he cleared his mind and thought back to the night before with a smile on his face.

**Okay so this chapter was mostly just trying to establish that Grandpa Max knows Kevin's father is Devin Levin, and that he knows a lot about Osmosians. I also want Max to represent a father figure towards Kevin as well. It was also for Kevin to start to adapt to his new powers that are present in Alien Force and Ultimate Alien. Next chapter will be aimed towards Gwevin fluff, going to try to update again today and if not sometime later tomorrow after I'm done work :/ **

**Thanks for reading!**

**Please Review! **


	7. Achievments Of The Night

**You guys are awesome! Thanks for sticking with me, sorry I updated so late! Hopefully another new chapter tomorrow as well!**

**ENJOY!**

**Disclaimer: I DO NOT OWN BEN TEN!**

Kevin spent the rest of the day training under the watchful eye of Max, by dinnertime Kevin had managed to absorb enough of the rocks energy to cover both of his arms, chest and half of his face.

Gwen decided to make her way over towards the two after sitting and meditating for most of the day while she read her spell books.

When Gwen saw Kevin's form she couldn't help but let out a soft laugh, at this Kevin moved away from the rock "What?" he asked curiously.

"You look very…. Interesting" Gwen laughed at the loss of words.

Kevin's face turned red in embarrassment "Gwen that's enough, Kevin's put a lot of effort into trying this new technique" Max scolded.

Gwen immediately stopped laughing and frowned as she turned towards Kevin "I'm sorry Kevin I didn't mean to hurt you, I'm happy you're getting a hang of your powers" she offered in apology.

Kevin smiled "No, it's okay, I do look a little funny don't I?" he laughed as he gestured to his half rock, half human form.

Gwen laughed again "Yeah you do, but I can't wait to see the full transformation" she inquired.

"Me too" Kevin agreed.

Max smiled at their kindness towards each other "Alright I think that's enough training for now, we better hit the store before it gets too late" Grandpa mused as he looked towards the setting sun.

"Ah, Grandpa I think we can wait till tomorrow, we're pretty exhausted" exclaimed Gwen who was pointing towards Ben who was lying out in the middle of the field sleeping as Wild Mutt, while drool was seeping from his mouth.

They all laughed at his goofy appearance, Gwen pointed her hand towards Ben and started to mutter an incantation when suddenly she shouted "Turbo!" a gust of wind shot towards Wild Mutt as he was thrown into the air.

Wild Mutt came crashing back down to Earth with a harsh "thud!" and a flash of red light as he was reverted back to Ben's normal self.

Kevin roared with laughter as Ben made his way from off the ground "Not funny Gwen, you could have just come over and woke me up!" Ben fussed.

"Yeah I could of" Gwen laughed "But this way was just more fun" she grinned.

Ben grumbled as he made his way out of the clearing and back to the Rust Bucket, with Gwen, Kevin and Max following behind silently laughing.

When they reached the Rust Bucket the sun had set in the distance as the stars started to appear in the night sky.

Max started a small fire as the kids sat around its warmth.

After a moment of silence Gwen began to laugh "What's so funny?" questioned Kevin.

"You" she said "Me!" asked Kevin.

"You're still half rock, half human" she explained.

Kevin looked down at his body and smiled "Oh yeah, I forgot" he said as he looked towards Max.

"So, how do I get rid of this stuff?" he asked Max gesturing to his mutated body

Max gave a quick laugh as well "All you have to do is release the energy that you stored into your body, but try to release it in a way that is relaxed" explained Max.

Kevin nodded as he closed his eyes as he attempted to release the energy, after a moment he felt something drain from his body, he opened his eyes to discover that the rocks that had molded onto his body had gone away.

"It worked!" Kevin exclaimed "I wish absorbing was that easy" he wished.

"Well it's always easy to release energy than to store it, don't worry you'll get a hang of the absorbing soon enough" Max concluded.

Kevin smiled at the thought of being able to control his power as he looked up to the shining night sky.

Max surprised the kids by bringing out a bag of frozen hot dogs and a few sticks to roast them on.

After everyone had finished with their meal Max headed off to bed "You kids don't stay up to late we've got to hit the road early tomorrow" he explained.

They all nodded in agreement as they faced the crackling fire.

"Hey you guy's how about a ghost story" Ben said in a creepy voice as he wiggled his fingers towards Kevin and Gwen who were sitting on a log together.

Gwen sighed "Why is it always you and ghost stories?"

Ben started to laugh manically "Because there fun to tell" he said in a Dracula like voice.

"Alright Tennyson, whatchya got?" Kevin asked.

"I'll tell my best one about the monster that came from the swampy lake" Ben concluded.

"Okay, it all started back 50 years ago…." Began Ben

TIME LAPSE

Ben continued on with the story for a good thirty minutes, Gwen was getting more and more scared as the story went on, while Kevin became absorbed into Ben's tale.

"And then the monster lifted the ax high above his head" Ben went on with the story pretending to lift an imaginary ax above his head.

Gwen and Kevin leaned forward to wait what happened next, when all of a sudden there was a flash of red light as the fire went out.

"Where did Ben go?" Gwen asked worriedly

"I'm not sure" said Kevin

They both listened to everything around them; all they could hear was the quiet whispering of the wind.

"I don't like this" remarked Gwen.

When suddenly from behind them something gripped both Kevin and Gwen's neck

"AND CUT OFF THEIR HEADS!" shouted the thing behind them.

"AHHHHHHH!" Gwen let out a piercing scream and grabbed onto the closest thing near her which turned out to be Kevin.

Gwen held onto him for dear life till a laughing was heard "Hahahah…. You should have seen the look on your guy's faces!"

Both Kevin and Gwen turned around to see Ben rolling on the ground clutching his side laughing, as he was transformed into Rip Jaws.

"I got you guys so good!" he continued to laugh

"That was SO not funny Ben" Gwen stated angrily as she continued to hold onto Kevin who was quickly changing red.

"Uh, it's okay Gwen" Kevin tried to comfort her as he patted her back.

"Come on man, that wasn't cool" stated Kevin who was trying to calm Gwen

"Ah, she'll be fine" Ben said at a wave of his hands

"Look, it's getting late, let's just head to bed" suggested Kevin

He felt Gwen nod against his chest "Yeah that sounds good" she agreed

"Geez don't you two look cozy" Ben teased as he placed his hands on his hips

Kevin and Gwen both began to turn an immense shade of red as they jumped apart from each other "No we're not!" they both proclaimed towards Ben who only roared with laughter.

"Sure whatever you say" Ben continued as the Omnitrix timed out and he returned to his normal self.

"I was just…I was… she's the one that grabbed onto me!" shouted Kevin pointing at Gwen

"Well you… well…" Gwen tried "Ughhh… whatever I'm going to bed!" she said as she stomped off towards the Rust Bucket.

Kevin turned towards Ben and frowned, "Way to go man, now she hates me!" he accused Ben

"Dude relax, it's just Gwen" Ben stated

"Yeah, well, she's the only one so far that…" Kevin stopped and looked to Ben who had his armed crossed waiting for him to continue.

Kevin sighed "Look, she's the only one right now that I feel something… special, like she can really help me, like… she can change me" he concluded looking towards the night sky.

Ben looked at Kevin and started to laugh "Dude, don't tell me your falling for my cousin" he teased.

Kevin turned red again "What?" "No, are you serious?" Kevin defended

Ben continued to stare at Kevin but finally gave in with a smile "Your right how could someone like you actually like someone like Gwen?" he laughed

Kevin plastered on a fake smile at Ben and whispered "Yeah, how could someone fall for someone like her" as he looked towards the Rust Bucket.

Kevin and Ben finally made their way to the Rust Bucket and parted ways to their own beds.

Now Kevin was still awake staring up at the ceiling, his mind in constant motion.

Finally, giving up on the fact that trying to fall asleep was out of the question, Kevin crept out of his bed and made his way outside, quietly closing the door to the Rust Bucket.

Once outside Kevin decided to climb up the back of the Rust Bucket where he and Gwen stargazed the night before.

Kevin looked up to the once again clear sky, he smiled at the sight.

A gentle breeze swept past him, he closed his eyes and let his body relax.

Once he opened his eyes again he placed his hand onto the cold metal of the rust bucket.

Kevin looked down at the old metal and brushed his hands against its exterior.

"I wonder" thought Kevin as he focused his energy.

A few moments passed "Come on!" he whispered loudly as he tried to absorb the metal's property.

After trying for about 10 minutes Kevin gave up with a sigh "Maybe metals property is more complex than stone is" he guessed as he looked back up to the twinkling sky, but his peaceful moment was ended when he heard someone climbing up the side of the Rust Bucket.

"So this is where you went" said Gwen as she climbed over the ladder

Kevin watched her as she approached and sat down next to him "I thought you were mad at me?" he questioned

Gwen smiled "No, I was just mad at Ben and his stupid comments, you know me always getting fired up over the littlest things" she answered

Kevin began to laugh "Yeah you do that quite a bit" he joked as Gwen swatted at him

"If you keep that up I will be mad at you" Gwen teased, Kevin smiled as they both looked up to the stars

"So, what brings you out here tonight?" Gwen questioned

Kevin looked down and sighed "I just have a lot on my mind" he answered

Gwen nodded "I see" she concluded as a silent moment swept between them

"And what were you trying to do with the metal?" Gwen continued to ask

Kevin smirked at this "I was just trying to see if I could absorb it like the stone" he answered

Gwen started to laugh "Well you didn't get very far" she mused

Kevin humph "Let's see you try" he challenged

"No, I'm good, I'll stick with my meditation and spell book" she said waving her small black book in front of him

Kevin laughed as he turned his head away from her still smiling

"You'll get a hang of it" she whispered while looking down at her lap

Kevin looked over to where she was sitting and studied her, it was amazing to him of how in such a short time she was able to trust him and truly believe in him. He smiled at the revelation.

"I believe in you Kevin, you're a strong, determined kid, who doesn't back down easily" she finished while she turned her head towards Kevin as their eyes locked.

"You really believe in me?" he questioned in disbelief

Gwen smiled "Even though I don't know much about you Kevin, I trust you, and I know in time you'll master your new powers"

Kevin couldn't believe what he was hearing, she believed his powers could be used for good, and to her, he wasn't a freak.

"Gwen that means a lot, thanks" Kevin said as she shook her head

"No, problem" she concluded.

"So, since we're out here, do you want to try some meditation?" Gwen questioned

Kevin nodded "Sounds good to me" he smiled

"Okay so first turns towards we and cross your legs" Gwen commanded

Kevin followed her instructions "Good, now for tonight we'll just work with clearing your mind, okay?" Gwen said

Kevin slowly nodded "Okay" he agreed

"Alright, now close your eyes" she said while doing so and Kevin copying her as well.

"I want you to clear everything from your mind, only listen to what's around you, and bring forth something that calms you" she instructed

As Kevin sat for awhile he was finding it hard to concentrate and clear his mind, it just seemed like everything was springing forward through his mind.

"Gwen, I don't think this is working, my mind won't shut up" Kevin said

Gwen merely laughed "its okay Kevin it takes awhile to be able to do so, on the spot"

Kevin nodded and closed his eyes trying again.

This time he tried to just focus on what was around him, from the cool wind sweeping across his face, to the gentle shaking of the leaves on the trees, to the quiet breathing coming from Gwen. Gwen, this seemed to calm him, he smiled, and to him she was what he took in, from her calming words, to her belief in him.

Kevin continued to smile as he focused again as to what was around him, this time he focused on the cold metal beneath him. When suddenly his whole body became surrounded in a cold, smooth armor, Kevin opened his eyes in shock.

"Gwen!" he shouted

Her eyes shot opened "What?" "What's wrong Kev…." But she was stopped by what was sitting in front of her.

Kevin's body had become immersed in what looked like an off white color similar to the Rust Bucket, he even had a few patches of rust scattered around his body.

"I did it!" "I was able to absorb energy!" he shouted joyously as he stood up pumping his fists into the air in triumph.

"Kevin, I'm so proud of you!" Gwen shouted happily as she wrapped her arms around Kevin in a fierce hug.

Kevin held her tight as they both laughed at his achievement, "I couldn't have done it without you" Kevin whispered to Gwen.

Gwen pulled back from Kevin "Anytime" she whispered

They stood there for awhile just happy standing in each other's arms when they finally both turned red and broke apart.

"It's getting late let's head back in" suggested Kevin scratching the back of his head

Gwen nodded "Yeah let's" she agreed as they both headed down the back of the Rust Bucket and back to bed.

**Sorry about the delay, long day at work and I'm exhausted. Just wanted to get some fluff in with Kevin and Gwen, but my mind died a little towards the end, the next chapter will be better I promise.**

**Thanks for all the positive reviews, I hope you guys are enjoying the story and continue to read!**

**Please Review! **


	8. The Fight At The Museum

**Okay there's going to be a little jump in time, Kevin's been with Ben and the team for about a month now, I have so many idea's of the future chapters that I just want them to get them a little bit older. Oh, and near the beginning of the chapter Max is talking about a museum that they visited in the episode Lucky Girl, which this chapter is going to be referencing, and I just randomly named the museum as well.**

**Disclaimer: I DO NOT OWN BEN TEN!**

"You ready?" asked Kevin as he easily absorbed the matter from a nearby tree

"Bring it" stated Ben as he dialed the omnitrix and slammed down onto the device

At a flash of green light an exalt of "Heat blast!" was heard

"AUGHHH!" Kevin yelled as he ran towards Heat Blast

Heat Blast got ready as he pointed his hands towards the ground and blasted himself into the air and over Kevin's head.

Kevin concentrated his powers as he projected small pieces of wood from his hand towards Heat Blast.

As the projectiles approached Heat Blast he merely gave out a small blast of fire from his hands "You're going to have to try harder than that Kevin, wood's not going to get you far when facing off against a fire opponent" Ben smirked

Kevin glared at Ben realizing he was right, so he began his search for a different substance, when his eyes landed on the nearby road.

"You're right Tennyson" Kevin said as he ran towards the concrete, "Now let's see how you do against a rock opponent"

Ben faked a scared expression "Oh, I'm so scared"

Kevin brought his hands up as he charged once again towards Heat Blast, who prepared himself for his next attack.

But they were interrupted by a voice "Okay boys, that's enough training for one day, we need to hit the road" said Max as he approached the two boys.

Both boys sighed "But Grandpa, I was about to take Levin down!" complained Ben as he changed back into himself

Kevin began to laugh as he de-morphed from his prior state "In your dreams Tennyson"

"Alright boys, now come on, Gwen's already inside the Rust Bucket ready to go"

The boys gave in as they walked into the Rust Bucket where they found Gwen immersed in her spell book.

"Don't you ever stop reading?" asked Ben

Gwen looked up from her book glaring at Ben "I'm studying up on my magic skills just as your training with the omnitrix"

"Yeah _training_, all you do is read; the only spell I've seen you do is the one that sent me flying into the air!" Ben stated angrily as he threw his hands into the air

"But you've got to emit that it was pretty funny" said Kevin while laughing at the memory

Gwen just shook her head and returned to her book "I could take you down any day" she said

Ben gave her an ingenious look "Hah, that's a laugh; with the omnitrix you'd never be able to beat me!"

"So are we making this a bet then?" she questioned

"Anytime, anywhere" Ben smirked

"Okay, tomorrow then…" began Gwen before she was interrupted by her Grandpa

"Hold on you two, tomorrow we're stopping at the museum of Natural History"

Ben moaned "But Grandpa why do we have to spend time in a museum, its summer vacation"

"Now Ben, it's good to learn a little bit about history, it might be interesting"

Ben humph as he turned towards Kevin and whispered "Come on, with the two of us we can probably convince them to not go"

Kevin shook his head "Actually, I kind of want to go" he said sheepishly

"Are you kidding me?" "You actually want to spend the day in an old museum filled with hundreds of decaying objects!" Ben retaliated

Kevin shrugged "I don't know, it might actually be cool, give it a chance dude" he said as he walked away to sit at the table across from Gwen

Ben sighed "Fine whatever" he said as he picked up his hand held video game and headed towards the front of the Rust Bucket to sit next to Grandpa Max.

"Don't worry Ben, it will be fun" Max mused

"Yeah, fun" he sighed

The next morning the gang headed towards the large the museum.

"Wow this place is amazing!" marveled Gwen as she took in everything around her

"Yeah it actually looks pretty cool" Kevin agreed

Ben slowly followed behind them and gave a loud yawn "Boring"

Grandpa Max frowned "Now Ben, we've put up with some of your choices of stops, now it's our turn for one of our choices"

Ben rolled his eyes "Whatever"

"Good morning" stated an elderly lady who approached their small group "My name is Eleanor and I will be your tour guide today, so if you would please follow me" she gestured towards a large archway.

The small group followed the elderly lady through the archway as she began to describe each exhibit.

After about an hour the group arrived to a large room filled with old pieces of technology, Kevin's eyes lit up.

"This is so cool" he stated

"Yeah, look at this stuff!" remarked Gwen

The two of them headed off to look around the exhibit with excitement while Ben dragged along next to Max

"Can we leave?" he questioned

Max laughed at the question "There are still a few more exhibits left Ben, I think you'll survive"

Ben huffed as he decided to look around the large exhibit, the only thing that had interested him was the dinosaur exhibit which was a few rooms ago, and of course it was the one room they only spent about five minutes in.

"This is so boring" Ben stated with his hands in his pockets

"Alright everyone onto the next exhibit" Eleanor said as she ushered the group into the next room.

Ben had no care into listening in what the old broad had to say, so he ventured around the exhibit as she spoke, he began to poke his head into some weird masks, but this only entertained him for a short while as he returned to the group.

They were all surrounded around an old book "Now behind this glass is the only known existing, copy of the Archamada Book of Spells" she started

Gwen was mesmerized by the book as she and Eleanor began to explain its use

"It contains, ancient witch craft and rituals from the late 1600's" they both spoke as the elderly lady glared at her

"Maybe _you_ should work here, dear" she said in a cold voice.

Gwen frowned at the old lady, as Kevin laughed and place a hand on her shoulder

"Don't let her get to you, she's probably older than the book itself" he teased, which made Gwen smile

They were about to move onto the next exhibit when the museum began to shake and everyone was lifted out of the air as they stuck to the ceiling

"What's going on?" she questioned

"I don't know, but something tells me it's not on the tour" said Grandpa Max

At that moment a large electrical current of red lightning made its way through one of the glass windows, as the lightning reached the spell book, it manifested into a hooded figure holding a staff.

"The Archamada Book of Spells, all of its powers will soon be mine" the figure said as he approached it as a weird stone on his wrist began to glow as he uttered something incomprehensible, the glass shattered.

"Finally some action" exalted Ben as he tried to dial the omnitrix, when suddenly they began to fall from the ceiling

"Ben, hurry it up!" stated Kevin as they fell to the ground

Finally able to hit down onto the watch Ben morphed into XLR8, who took off in hot pursuit as he used a wall tapestry to act as a net to catch everyone who was falling.

Everyone landed lightly onto the tapestry and slid down to the ground

"Kevin you ready?" Ben asked as Kevin bent down to the floor and absorbed the material

"Now I am" he stated

"You two be careful, you don't know what he's capable of" said Max

They both nodded "Alright let's get this over with" stated Kevin as he ran towards the mysterious figure

"Kevin, wait!" called Ben, but suddenly another stone began to glow on the figure as he muttered another incantation, suddenly Kevin was thrown across the room.

He hit the wall with an, "oomph"

"Okay that hurt" as he got up from t he ground

The figure once again muttered a spell as he aimed his staff towards the tapestry, an orange flame shot from the staff and the tapestry ignited

"Kevin run!" commanded Ben as he ran up the wall now dodging red rupees that were being emitted from the staff.

Ben ran towards the figure as a bright light burst from the staff, Ben slid by the figure who turned to face him.

Suddenly two barrels came from behind the figure and knocked him in the head, he turned towards the throwers who ended up being Gwen and Max

"I guess that got his attention" stated Gwen

"Yeah now I kind of wish we hadn't" said Max as he saw the figures look in his eyes.

The two were then forced back into the wall

Preparing for impact Gwen closed her eyes, but instead she felt something wrap its arms around her

"I got you" said the voice as she turned to see Kevin smiling down at her

"Thanks" she whispered as Kevin turned back towards the figure that was now being pummeled by a swirl of black and turquoise who could only be Ben.

Ben finally let go of the figure as he lay on the floor helpless, Kevin helped Gwen up as they headed towards Ben.

"Nice job Ben" congratulated Grandpa

"Just doing my job" stated Ben as he bent down and picked up a discarded stone from the figure with XLR8's claws.

Shortly after leaving the museum, a crowd of photographers swarmed up next to XLR8, pushing Kevin, Gwen and Max out of the way.

Watching Ben get all the glory Gwen frowned

"What's wrong Gwen?" questioned Kevin as he looked down at her

"It's Ben, he's always getting the attention for everything" she huffed

"Yeah, well, that's what you get for taking down the bad guy"

"But it's not fair, especially to you" she pointed at Kevin

"You helped stop him" she stated

Kevin only smiled "Don't worry about me, I don't really care about the glory, right now I'm just trying to turn myself around"

Gwen crossed her arms and frowned "I helped a little too" she whispered sadly as she headed back to the Rust Bucket

Once Ben was finished with his photo opt, he, Max and Kevin headed back to the Rust Bucket as well.

When they arrived they found a sour looking Gwen at the table

"That was totally awesome!" said Ben excitedly as he place a box of souvenirs onto the table as he sat across from Gwen, as Kevin took a seat next to her and Max went to the front of the Rust Bucket and started the engine

"No one ever notices me" said Gwen angrily as Ben rummaged through his box of souvenirs

"I mean you didn't exactly stop that creep by yourself you know"

"Throwing a trash can at his head doesn't really count as hero work Gwen" Ben said smugly

"If it counts, I noticed you Gwen" Kevin tried with a smile on his face

Gwen rolled her eyes "But you always see me fight, so it doesn't really count"

Kevin shrugged, as he turned to look at Ben's new items

As Kevin rummaged through the stuff he pulled out a weird looking stone

"What's this?" he asked holding it up to show Ben

"I'm not sure?" he said not really caring taking the item, as he looked back at Gwen who was staring sadly out the window

He sighed "Fine here Gwen, I've got plenty of other cool stuff" he said handing it over to Gwen

She smiled "Really?" she said as she examined the item

"Yeah, sure whatever, it's just a weird rock anyway" said Ben as he continued to look through the box

"Thanks" she whispered as she turned the stone over in her hands marveling at its interesting groves

"No problem" he smiled

"Watch out Kevin" she said as she got up from her seat

Kevin moved out of her way, and once she was out he sat back down

"What are you doing?" he inquired watching Gwen rummage through the cabinets.

"Just…looking…for…THIS!" she said happily as she pulled out a piece of thick string

Using the string she slung the pendant onto it and attempted to tie it around her neck

Kevin got up and approached her, "Here let me help you" he said taking the necklace from her hands and securing it around her neck.

"There you go" stepping back from her, he smiled "It suits you"

She looked down at the pendant a huge grin on her face, "Thanks for tying it, and it does, I love it" she admired

"Okay kids we're at the restaurant, now let's go" said Max as he parked the Rust Bucket.

The kids got up and exited the vehicle, not knowing that tonight so much was going to change.

**Hope you enjoyed this chapter! It's based off of the episode Lucky Girl, and the next chapter will do so too, I just didn't have enough time to finish it in all one day and I promised a new chapter would be up sometime today. I've got to work both days this weekend and I will work on the next chapter as much as I can, but it might be late Sunday afternoon or Monday till I can put it up, sorry. **

**Reviews would be appreciated! Thank you!**

**And thanks for reading! Hope you are enjoying the story!**


	9. The Arrival Of Lucky Girl

I'm sorry it took so long to update, but I had a long weekend at work and just didn't have enough time to work on the story. But thanks for the reviews and sticking with me

**here is another promised chapter!**

**Disclaimer: I DO NOT OWN BEN TEN!**

The group decided to stop at a small restaurant that was stationed on the outskirts of the town. The kids decided to share a plate of shrimp while waiting for their food to arrive.

"Kevin!" shouted Gwen angrily as he finished his thirteenth shrimp leaving one left on the plate

Kevin smirked "What?" "I was hungry" he said guiltily while leaning back in his chair.

Gwen sighed "Yeah well I've only had nine while you've had thirteen and Ben has had eleven!"

Kevin raised an eyebrow at her "You actually kept count?"

Gwen huffed as she crossed her arms "Yes, it was only fair because I knew you two boys would try to eat all of them in one helping" she stated

Ben laughed as he reached his hand towards the last shrimp "Then let's make it an even dozen"

Suddenly Gwen's hand shot forward and knocked Ben's fork from his hand

"I don't think so"

Ben stared at her while Kevin fell forward in his chair "How did you do that?" he questioned.

Gwen just smiled and turned her attention back to Ben who stared at her in disbelief as Kevin bent down to pick up Ben's dropped fork, but as Kevin stood he pushed his chair back into an oncoming waiter who had been carrying a bowl of uncooked shrimp.

The bowl made its decent onto Ben's head while through this distraction Gwen leaned forward and grabbed the last shrimp as she popped it into her mouth.

"Okay now I'm full" stated Gwen smiling in triumph

Ben picked the bowl off from his head as the shrimp continued to fall from his head

Kevin went into a fit of laughter with Gwen and Grandpa following in

"Not funny" stated Ben as he plucked the writhing shrimp from his hair

"Alright kids I think we've had enough food for one day, let's hit the streets and check out the booths" Grandpa stated as he got up from his chair, the other three following

* * *

Once they made their way outside they took off down the dimly lit street with vendors scattered about

They walked along in silence when Kevin began to chuckle, "Man, that was one of the funniest things I've seen in a long time"

Ben frowned and crossed his arms "Glad you found it amusing"

"Hey, when you're out on the streets for a few months, you kind of strive for some kind of entertainment"

Gwen and Max joined in with the laughter

"By the way, Ben thanks again for giving me this charm, I feel like I should get you something in return" said Gwen as she spotted an ice cream vendor and headed towards it

"One please" she asked, but before the vendor could give her a response a cry was heard

"Help, they stole my purse!" a women's voice echoed as three teenage boys came running down the street with wide grins on their faces, as one of them held onto the purse

Kevin frowned and stepped out in front of them and held out his hands "I don't think so dudes"

The teenagers smiled as the one carrying the purse said "Oh yeah, who's gonna stop us?" he questioned as he pulled out a metal rod

"A little friend known as Diamond Head" whispered Ben as he stepped behind the ice cream cart and began to dial his watch, but as he continued to get the watch to work, it would not respond to his commands.

"Come on, stupid watch!" Ben said as he continued to fiddle with the device as he looked back over towards the scene that was taking place.

Kevin, Max and Gwen started to step back as the teenagers approached them, the one with the metal rod turned and looked at Gwen "Hey that's a nice necklace you got there little girl"

Gwen continued to back away from the teenager who lifted his rod and swung it towards her, preparing for impact she closed her eyes.

But after a moment she realized that the impact didn't come so she opened her eyes only to see Kevin standing in front of her holding onto the metal rod.

"Shouldn't have attempted that" he said while glaring at the teens "Didn't your mother ever teach you to never hit a girl?" he questioned as he began to absorb the metal from the rod.

Kevin's body was soon covered in a metallic metal, he clenched his hands around the rod and swung his arm to the right where the teenager was lifted off of his feet and thrown into the guy standing next to him. They both fell to the ground with a thud.

The still standing teenager looked down at his friends and then turned to him and glared, he continued to approach Kevin who was preparing for what came next.

Suddenly Ben came running up from behind "Let me handle this" he said as he pushed Kevin and Gwen out of the way

As Gwen was pushed away her necklace began to glow

Kevin stumbled over to where the other two teenagers were starting to get off the ground, the one still holding onto the rod grabbed Kevin from behind, but Kevin merely grabbed onto the bar and flipped it around is body only for the teenager to be trapped by Kevin's hold.

Gwen ran forward to help but ended up stepping onto a ketchup bottle that sprayed into the face of the hot dog vendor who accidently sent the cart flying and into the standing boys who were knocked onto the ground.

"Nice going Gwen" Kevin smiled as he still held onto one of the boys

Gwen smiled and looked down and grabbed her necklace that was still aglow "Cool" she pronounced

"Officer, this girl is a hero!" stated an old woman who approached them

Gwen turned towards the lady "What, who me?" she questioned pointing to herself

"I'm just lucky I guess" she shrugged as she looked past the old woman and saw a mask booth, Gwen smiled

"Nice going tonight sweetie" Grandpa Max stated as they returned to the Rust Bucket "You too Kevin, your powers are coming along great"

Kevin smiled "Yeah well it's all thanks to your training"

Ben frowned "Yeah, yeah, whatever I'm going to bed" he stated as he headed to the back of the vehicle.

"Ben's right you two, let's hit the hay"

They nodded as they headed off to get ready for bed.

* * *

The next morning Ben was awoken by the sound of Kevin and Max snoring up a storm, he moved around in his bed, his pillow attempting to cover his ears, when finally he turned towards the bottom bunk.

"Yo, Gwen got some industrial size corks on you?" he questioned blatantly

"Gwen?" he asked when he didn't get anything in return, he peaked down to the bottom bunk to find it empty

Ben scrunched up his face in confusion as he decided to head outside

When he opened the door to the Rust Bucket he saw Gwen bouncing a basket ball turned away from t he net. Ben decided to watch in silence

Gwen closed her eyes and threw the basketball over her head where it missed the hoop and headed towards the Rust Bucket where it bounced off the roof and hit the antennae where it was propelled to a nearby telephone pole. The ball rolled down the power lines gracefully where it fell perfectly into the net.

Ben grabbed the ball and approached Gwen "Okay how'd you manage to do that?" he questioned

Gwen turned around and faced Ben with a grin on her face as she approached him "Give me the ball"

Ben held the ball away from her "not until you tell me how you did that"

Gwen smirked "What can I say, It's like every time it glows, something good always happens to me" she said as she held her charm in her hands

Suddenly the door to the Rust Bucket opened revealing a tired looking Kevin who was rubbing his eye's "What's going on out here?"

Gwen approached Kevin and placed a hand on his shoulder "Nothing but a game of horse" Kevin just nodded as Max followed out behind him

"Nothing like a good night's sleep, are you guys ready for some breakfast?" he asked the kids but before they could answer a large explosion was heard

They turned their heads towards the source only to find a crane holding two men up with a cable about to break into two.

Just then the cable broke and the two men held onto the platform for dear life

"Looks like a job for Stinkfly" said Ben as he attempted to dial his watch

Gwen's necklace began to glow "Hold on their Ben, it's time for a real hero to save the day" she took off towards the Rust Bucket "I'll be right back" she stated

Kevin rose an eyebrow at Ben "What's she talking about"

Ben shrugged "I don't know, but those men aren't going to be able to hold on forever" he said as he continued to play with the omnitrix

"Come on you stupid watch, work!" finally after getting the omnitrix to cooperate Ben smashed his hand down onto the watch

At a flash of green light Wild Mutt appeared and headed off towards the men

"Over here!" a voice called out Kevin and Max turned towards a man who was stuck under a heap of rubble

Kevin bent down towards the ground and began to absorb the concrete beneath him "Don't worry I'll have you out-"

But he was cut off by a flash of black running past him "What was that?" he questioned

The black suited person turned around and beamed "Gwen?" Kevin asked surprisingly

She shook her head "No, it's Lucky Girl now" she said as she looked around the construction site where she saw a piece of wood placed at an angle like a teeter-totter that had a piece of wood sitting on the fallen end.

Gwen smiled as her necklace began to glow, she ran towards the piece of wood and jumped onto the end that was levered up, and the piece of wood at the other end took off like a rocket towards a wrecking ball machine.

The wood shattered the windows and hit the lever of the machine causing the wrecking ball to plummet causing a chain reaction to set out along the construction site.

At one point during this reaction, Wild Mutt who had been climbing the building trying to get to the falling men was hit by a piece of iron that sent him descending into a nearby cement truck, with pieces of timber falling with him as well.

"Gwe-I mean Lucky Girl watch out!" shouted Kevin

Gwen looked up to see the pieces of timber falling towards her; she dodged the falling debris as she dived into the cement truck where she accidently hit one of the levers sending the truck in reverse.

The truck ended up hitting a long piece of pipe that positioned itself underneath the falling men.

Suddenly Kevin got an idea "Slide down the chute" he yelled up towards the men.

They did as he said and they fell into chute and finally landing on a soft mattress.

Gwen smiled in triumph as she was immediately swarmed by paparazzi

"How did you manage to perform this amazing rescue" a news woman asked Gwen

Gwen grinned at the camera "With style of course" she answered as she waved into the camera

In the distance Wild Mutt clambered out of the back of the cement truck where he attempted to shake off the cement in his fur.

He turned towards where Gwen was getting interviewed and growled.

* * *

Later that day as they were traveling in the Rust Bucket, Gwen sat at her computer researching the Archamada Book of Spells, while Kevin sat across from her looking at an old car magazine. While Ben stood against the table examining Gwen's Lucky Girl mask.

"Yes!" Gwen finally shouted

Kevin sat up and looked at her "What did you find?"

"I decided to cross reference the Archamada Book of Spells with dark magical charms, and I found out there part of a set called the charms of Bezel"

She stopped typing at her computer and picked up the charm around her neck "This is the charm of luck; there are four others that go with it"

Ben looked over her shoulder to look at the computer screen that contained the pictures of the charms "Hey, those are the charms that the freak at the museum had around his neck" he stated while pointing at the pictures.

"It says that if the user wants the full power of the charms of Bezel, all of them need to be together in order to be activated"

Gwen smiled down at her charm as she picked it up once again "Well his loss, is my gain"

"More like _was_" Max's voice came from the front of the Rust Bucket "That charm needs to be returned to the museum"

"Aww, no fair" both Gwen and Ben moaned

"Not before I-" They both continued as they looked at each other as Ben branched off "Try it" while Gwen finished with "Use it again"

Gwen glared at Ben "The world needs someone like Lucky Girl around"

Ben frowned "News flash, I'm the only one with powers" he stated while he pointed at himself

Gwen stood up towering over Ben "yeah well you can make that one, a two now"

Ben shook his head "It's not you with the powers it's that charm" he said while pointing at the charm

Gwen rolled her eyes as she mocked him "It's not you with the powers it's the omnitrix"

"You're just jealous!" Ben fought back

"Am not!"

"Are too!"

Kevin rolled his eyes at the bickering cousins as he sighed "Okay stop!" he shouted as he rose from his seat slamming his magazine onto the table

The cousins stopped their bickering as they turned to Kevin wide eyed surprised at his out burst

"We're all fighting together" he stated "That should be enough, it doesn't matter where our power comes from, all that matters is that we're doing something good with our powers right?"

Gwen looked down remembering her and Kevin's talk about him wanting to learn how to control his powers and put them to good use

"Kevin's right Ben can't you just except that I can help you now, I mean Kevin help's you in fights as well and you don't say anything!"

Ben crossed his arms and was about to retaliate when the T.V drew their argument to an end

**News Flash**

"**Reports have just come in that the Natural History Museum has come alive trapping dozens of visitors inside"**

"Grandpa!" both Ben and Gwen shouted together

"I'm on it!" said Max as he screeched the Rust Bucket to a halt and turned around heading to the museum.

* * *

Once they arrived at the museum Kevin and Ben ran out of the Rust Bucket, but Gwen dressed in her Lucky Girl outfit shoved them aside "Move out of my way!"

Ben growled as he ran after her "I'm the real hero!" he shouted

Kevin just rolled his eyes as he ran after them

As they were met running inside of the museum, people were running away screaming in fear

They looked around the museum watching as people struggled to stay balanced on the moving balcony

An eerie voice rung throughout the large hall "I knew you wouldn't resist, Lucky Girl"

Gwen gave no attention to the voice as she addressed the screaming people on the balcony "Don't worry everybody, Lucky Girls here" as she ran up the steps

Suddenly the steps began to shake as the wood from beneath Gwen's feet started to take off towards the door, Max and Ben took off to hide behind a set of stone columns.

Kevin absorbed the stone floor to protect him from the projectiles "Gwen!" he shouted after her as the balcony began to crumble

Gwen gave a shriek of surprise as she held onto the crumbling stair case.

"Hold on Gwen!" shouted Kevin as he tried to make his way towards her blocking the still on coming wood

Finally the balcony was lifted into the air where Gwen lost her gripping and she flew towards a nearby column, her necklace began to glow, and Gwen gracefully was able to land on top of the column.

A woman from the deteriorating balcony began to shriek as she lost her grip from the balcony and made her descent towards the stone floor, but Kevin was able to run underneath her just in time to catch her.

The balcony continued to sway and make its way to the opposing wall, but it was suddenly stopped by Four Arms who just recently appeared "I've got it" he stated

Gwen gasped "yeah but who's got them" she said while pointing to the people still trapped on the balcony

She looked down at her charm that was still glowing; she took in a deep breath and began to rock on the unstable column, on her rock forward she jumped towards a hanging chandelier where she was just barely able to grasp onto it.

As she swung towards the balcony she closed her eyes praying that she would be able to rest her feet onto the balcony, when she swung forward she placed her heels onto the balcony and silently cheered.

"Quick everyone grab on!" she yelled to the people on the balcony, they all nodded their heads and grabbed onto the chandelier, once they all grabbed onto the chandelier Gwen let go of the balcony.

The chandelier made a jolt towards the middle of the room all the participants screaming for their lives.

Four arms let go of the crumbling balcony and stood underneath them, "Drop off one at a time, I'll catch you"

The people swinging from the chandelier seemed uncertain "Please trust him, he's one of the good guys" stated Gwen

They all looked at her and nodded and one by one they dropped towards the ground; as Four Arms caught all of them he placed them onto the floor where they took off running to the exit.

"Okay Gwen you can- oomph!" started Four Arms before a piece of marble crashed into him and he was sent flying across the room.

Gwen felt the chandelier tremble she looked up to the breaking cable

Gwen shrieked

Kevin looked up at the chandelier where Gwen was just barely hanging on, he ran as fast as he could "Gwen!" he shouted with his arms outstretched

Gwen looked down at the floor and could only think of falling, but she could hold on no more as her arms gave out, she screamed waiting for impact

Instead of meeting the cold hard ground that she was expecting to hit she fell into something warm and soft, she opened her eyes to look into Kevin's who was smiling like an idiot at her

"Thank goodness you're okay" he said giving her the best hug he could manage while he was holding her bridal style.

Gwen gave a sigh of relief as she tried to return the hug by wrapping her arms around his neck "Thanks Kevin, I thought I was a goner that time"

Kevin released her from the hug and began to blush as he set her down "No problem" he smiled

"How touching" a voice echoed throughout the room, both Kevin and Gwen turned towards the voice when suddenly Gwen's hands began to give off a yellow glow and she was swept up into the air

"Gwen!" Kevin shouted as he tried to grab her

The mysterious figure brought Gwen face to face with him "Your boyfriend seems to care quite a bit about you; it would be a shame to have to give you back lifeless, that is if you give me back my charm!" he shouted

Gwen blushed at his words and whispered "He's not my boyfriend"

The hooded man grinned at this "Then it wouldn't matter if I harmed you then" he spoke as he threw Gwen over towards the nearest wall

But suddenly the charm around Gwen's neck glowed once again as she was able to grab onto a large red curtain ascending from the window, the curtain then came to fall onto the figure.

While he was distracted Gwen ran up behind him and knocked over a nearby knight's armor onto his head, she smiled in triumph

"Nice one Gwen, now let's go before Mr. Freak here wakes up" said Kevin as he approached her as they took off down the nearest hallway

They ran down the hallways turning every which way when they finally met a forked road "Oh no" stated Kevin

"Which one?" asked Gwen as she placed her hand on an old figures head, her necklace glowed, as the figures head popped open revealing a red button

Gwen pressed the button, which made one of the nearby walls rise revealing a staircase

"Wait to go Gwen, you're on a roll today" smiled Kevin as they took off down the spiraling stairs

They ran as fast as they could trying to find the next exit, when they stopped to catch their breaths

"We… have to…keep…going" panted Kevin who was kneeled over

Gwen tried to regain her breath as she leaned against a nearby wall, once again her charm lit up as the brick gave way

The brick hallway began to shake as the wall collapsed, when the dust and debris settled a dark figure emerged

Gwen gave a shock of surprise

"Okay, that one was not so lucky" Kevin joked as he and Gwen took off down the hallway once more

Suddenly a blast from behind was heard Gwen's charm glowed bright as she tripped and took Kevin down with her, avoiding the blast

"It looks like Mr. Freak just gave us an exit" Kevin smirked as he helped Gwen up from the ground

They ran outside only to find themselves in a cemetery, Gwen pulled Kevin behind a tree as they waited for the mysterious figure to pass, and suddenly two vines wrapped around each of their ankles and lifted them into the air

Gwen gave out a shriek as a vine made its way towards her necklace "No!" she shouted watching her lucky charm being thrown to the figure as the vines continued to constrict their bodies

* * *

After a while the vines were being ripped away from their bodies, they both gave a sigh of relief as they looked at Four Arms and Max

"Thanks you guys" Gwen said as Kevin nodded in agreement

"Where did he go" questioned Four Arms

"I think I just found him" said Max as he pointed out towards the distance

"I'll get him!" said Four Arms as he raced towards the mysterious figure, slamming him into the ground

Kevin, Gwen and Max raced to where Four Arms had taken down the figure

"Stay back!" Four Arms shouted

"You dare to challenge me!" the figure questioned as he uttered another incantation brining to life a series of stone gargoyles

Kevin absorbed the stone beneath him and ran forward to help Ben, as they pulverized most of the gargoyles Gwen took her chance and started to chuck stones at the figure

"Luck only takes you so far" she said as she reared back her arm and chucked a large stone at the figures head, which then slowly plummeted to the ground

Once the figure hit the ground his necklace containing all five charms of Bezel broke off from his form and skirted its way towards Gwen who slowly picked it up with amazement

The figure began to stand when he realized he had lost his charms, but before he could do anything Four Arms lifted him into the air and threw him, where he landed in an open stone coffin, where Kevin was ready and closed the lid

They all smiled in triumph as they all turned towards Gwen who still held the charms of Bezel

"I could control fire, shoot lightning from my finger tips, I'd be unstoppable" she smiled at the revelation

"Or I could just be myself" she stated as she threw the charms onto the ground and smashed them with a nearby shovel releasing a blue fire that reached the sky

They all stared in amazement watching the smoke spiral upward

* * *

They returned to the Rust Bucket exhausted from the long day

"You know, you three make an awesome team" stated Grandpa

Gwen frowned "You mean _made _a good team" she said sadly as she stared out the window

Kevin approached her and placed a hand on her shoulder "You did an awesome job today Gwen"

Gwen smiled at him "Thanks" she began "For everything, I mean saving my life and all" she finished

Kevin blushed "It was nothing" he smiled while scratching the back of his head

He continued to look at Gwen who was staring down at her hands; Kevin then looked at Ben and glared at him

Ben met his eye's and gave him a "What?" look

Kevin nodded his head at Gwen and raised his eyebrows

Ben sighed "Hey Gwen" she turned her head towards Ben

"Kevin's right, you did really great today"

Gwen gave him a megawatt smile "Thanks Ben that means a lot"

Ben nodded in return who gave a yawn, Gwen and Kevin mimicking him

Max laughed from the front of the Rust Bucket, "I think it's time to turn in early kids, we'll be at the campsite in about an hour"

They all nodded drearily, but none of them made a move to get up

After about ten minutes of hearing silence Max looked back into the rearview mirror and smiled

The kids had fallen asleep on Gwen's bunk

Ben lying down with his feet brought up against his thighs, while Kevin remained sitting up with Gwen curled up beside him

Max shook his head as he continued to drive through the night wondering what tomorrow would bring

**Finally done this chapter, to make up for my delay I made it extra long, hope you all enjoyed it! There might be another one up tomorrow, I'm not sure, depends on what happens and what I can think of.**

**Please, Please Review!**

**Thanks for Reading!**


	10. Sweet Moments

**Yes! Another chapter complete, hope you guys will enjoy this one especially the Gwevin fans, tons of fluff between Kevin and Gwen to come! **

**Special shout out to everyone who has reviewed my story especially **IceMaidenOfLegend, **who gave a review for each of the chapters, I'm so glad you're enjoying my story and it means a lot to me that you've reviewed each chapter! And thanks to everyone who is sticking with me!**

The next morning brought the group to once again another camp ground, Max had been the first one awake, only to see the kids still sound asleep and in the same position from last night. The only difference was Kevin's head was now gently on top of Gwen's, he smiled at the two.

Max decided he would start breakfast in hopes to wake them, so he gathered up a dozen eggs and bacon and headed outside.

At the close of the door Ben slowly awoke to the noise, he raised his arms above his head and gave a loud yawn

Once he cleared the sleep from his eyes he focused on the two people in front of him who were still fast asleep.

A light bulb went off in Ben's head as he grinned evilly, he slowly got off of the bed and made his way towards the front of the Rust Bucket where he knew Max's camera lied.

Ben tiptoed his way back towards the sleeping pair with the camera in his hands, trying his hardest to control his laughter, Ben lifted the camera up to his eyes and took a quick picture, the flash emitting off the walls

Kevin had been sleeping peacefully when a bright light flashed through his eye lids, he blinked his eyes as he began to wake up lifting his head up to see where the flash had came from

As Kevin's vision cleared he zoned in on a grinning Ben who he realized was holding a camera "What are you doing?" he questioned lazily as he tried to raise his arms above his head to stretch.

But Kevin quickly noticed he was not able to raise his left arm that had been weighed down by a mysterious weight

Kevin turned his head to the left only for him to take in a quick breathe of surprise, his small jolt was just enough to shake Gwen awake

She blearily opened her eyes as her head continued to rest on Kevin's shoulder, her eyes rested on Ben who happened to burst into laughter, Gwen squinted her eyes at him "What are you laughing at?" she questioned

She was still tired so her eyes were fluttering open and closed trying her best to stay awake, when suddenly a cough that happened next to her ear brought her fully awake

Gwen quickly pulled her head up from what she thought was her pillow only to find a surprised looking and very red Kevin blinking at her

This only made Ben laugh harder as he fell to the ground clutching his side

Kevin stood up quickly "I'm sorry, I… I didn't know" he stuttered backing into the wall

Gwen was just as equally red as she thought, "What was he apologizing for?" for she was the one who fell asleep on him and used him as a pillow

"It's okay Kevin, we didn't know, let's just forget about" she stated raising her hands quickly

Kevin nodded in reply as he turned his still red face away from her

Ben had finally calmed his laughter as he started to get off of the ground still holding onto the camera "It's going to be hard to forget about it when I just got a picture of the sweet scene" he smiled waving the camera in the air

Gwen's hands shot to her side as she clenched her fists together "Beeeeeennnn!" she shouted as she took a leap towards him, in which Ben easily dodged laughing

"Come and get it dweeb" shouted Ben as he jumped from furniture to furniture dodging Gwen's futile attempts to grab the camera

Kevin backed away from their fight ending up in the stairway leading outside

Ben leapt in front of Kevin shaking the camera above his head "Aw, what's the matter Gwen?" "Didn't get enough sleep while all cozy up to Kevin?" he teased

Gwen growled as she took one final charge towards Ben, but at the last second he stepped out of the way sending Gwen flying into Kevin

The force was strong enough to knock them both into the door of the Rust Bucket as it busted open at the power sending them onto the ground with a thud

Kevin groaned at the sudden pain of just being tackled out of the Rust Bucket and landing on the hard ground and being landed on by a girl

Gwen was a little shaken at what had just happened, she had the wind knocked out of her as she landed on top of Kevin, at least he was a soft landing, she thought.

She began to push herself off of Kevin stopping half way to look back down at him

"Kevin, are you okay?" she asked sweetly

Kevin groaned again as he opened one of his eyes "Yeah…If you count feeling immense pain okay"

Gwen continued to look down at Kevin who started to push his self off of the ground with shaky arms as she slowly pulled away from him sitting on her knees

Kevin closed his eyes and began to rub the back of his head "Geez Gwen, have you ever considered joining your schools football team?" "Your tackle is pretty hard" he joked giving a small laugh

Gwen laughed as well "No, but I have been taking karate for almost five years now" she smiled

Kevin grinned "That explains a lot" he said as he looked into her eyes, his eyes then wandered downward as he began to blush seeing the position they were in

Gwen was practically sitting on his waist, and to him it was beyond awkward

Gwen watched his eyes move from hers to looking down as a deep red began to fill his face. She gave him a funny look as she looked down as well, almost wishing she didn't her face began to turn red as well as she realized she was sitting on his lap

To break the awkward moment Gwen hastily got up holding out her hand to Kevin, who gladly took her hand as she pulled him upward

He began to brush himself off as a layer of dust left his clothes in a brown cloud

"I'm so sorry Kevin, I didn't mean to tackle you" Gwen stated as she approached him looking into his eyes

Kevin smiled at her sincerity "its okay Gwen, I know you didn't mean to" he said as he went to scratch the back of his head

Gwen looked down for a moment a frown across her face "I know but-" she started to say as she brought her eyes back up to look at Kevin when something stopped her

"Kevin, your arm!" Gwen practically shouted pointing to Kevin's right arm

Kevin opened his eyes and blinked at Gwen as he turned his head to look at the bottom of his arm

An angry red gash that was covered in a layer of dirt splayed out across his arm

"It's nothing don't wor-agh!" he started to say as he tried to brush the dirt off of his arm only resulting in a stinging pain

"Is everything okay over here?" asked Max as he approached the scene only to look at Kevin's bleeding arm

"What happened?" he asked surprisingly

Kevin only frowned as Gwen fired up "It was all Ben's fault!" she shouted pointing at Ben who was standing on the steps to the Rust Bucket

Grandpa Max turned towards Ben and crossed his arms "It wasn't my fault Gwen tackled Kevin out of the Rust Bucket!" he defended

"Now why would Gwen tackle Kevin?" Max questioned

Kevin and Gwen blushed at the memory

"Because Ben likes to be an annoying dweeb!" shouted Gwen pointing an accusing finger towards Ben

Max sighed "Okay what happened?"

Ben crossed his arms "Gwen was chasing me around the inside of the Rust Bucket trying to get the camera" he said while holding up said camera

Max nodded waiting for them to continue

Gwen sighed "And when I tried to tackle Ben for the camera, he stepped out of the way and Kevin was behind him and…well…that's when we ended up outside"

Max uncrossed his arms "What did Ben take a picture of that was so bad?" he questioned

Kevin and Gwen straightened as their faces turned red once again as they both shouted "Nothing!"

Max stared at them in disbelief but decided to not question them any more "Okay, well whatever happened, happened, but right now I think we need to get Kevin's arm cleaned up, he finished while pointing at Kevin

"Guys look I'm okay it's just a scr-oww!" Kevin started to say as he bent his arm back down wincing in pain

"Hmm, that looks pretty nasty Kevin, we really need to clean it up" started Max as he pointed to the Rust Bucket

"Wait, I'll do it Grandpa" said Gwen as she raised her arm to stop her grandpa from entering the Rust Bucket

Grandpa nodded in return "If you say so" he smiled letting Gwen and Kevin pass to go inside the vehicle

Gwen led Kevin over to the nearby sink as she turned on the water and blocked the sink so that it would fill up with water

She smiled over at Kevin "Stay there I'm just going to fetch a few things"

Kevin nodded as he turned to the sink watching the water fill up

Gwen returned shortly with a small medical kit, a washcloth and towel in hand

She grabbed onto Kevin's arm and brought it to set in the water, he winced at the warm sensation that shot up his arm as Gwen began to gently rub at the wound getting it clean of any dirt

Kevin only watched in amazement as to how gentle Gwen was when it came to nursing a wound

"How's it feel?" she questioned as she continued to clean the wound

Kevin shrugged "It just stings a little" he answered still watching her

Gwen nodded "Well, it's not too deep, so you won't need stitches" she smiled up at him

Kevin grinned "That's good" he answered simply

After Gwen had cleaned the wound for about ten minutes she brought his arm up and out of the water where she gently placed a dry towel to rest over it

Gwen and her gentle hands began to rub at his arm in small circles trying to dry the area, once she figured the area was dry, she placed the towel onto the counter and turned to the medical box

"Let's go sit down so I can dress it" said Gwen simply as she pointed to the kitchen table

Kevin nodded and followed her, as he sat down across from her

Gwen opened the medical kit and fished out a bottle that read "rubbing alcohol" she reached her free hand forward to grab Kevin's hand

But before she could grab it Kevin moved his arm away, Gwen raised her eyebrows in confusion

"That stuff hurts" he stated bluntly

Gwen began to laugh "you can take a tackle from a girl, fall out of a R.V, scrape your arm, and be afraid of a little rubbing alcohol?"

Kevin frowned at her and nodded "Yes, I can, my mom used to put that stuff on any cut I got when I was little, and every time she did so, it burned" he frowned at the memory

"She was only trying to help" Gwen whispered as she looked away, she knew that it hurt for him to talk about his mother

She reached her hand forward and grasped his hand "She still cares about you" she said quietly

Kevin gripped her hand back and to her it meant that he knew that as well, but just wasn't ready to admit

Gwen smiled at the small gesture as she brought his arm closer and began to dump a small amount of rubbing alcohol onto Kevin's wound

Kevin winced in pain as he gave a low growl

Gwen watched as his skin began to bubble showing that the rubbing alcohol was working away any bacteria that was in the cut, and once it stopped she grabbed a washcloth and blotted it away

She looked up at Kevin who still had his eyes closed she smiled "You can open your eyes now, the rubbing alcohol left" she joked

Kevin gave a huff in return as he opened his eyes to continue to watch Gwen

She took out a jar of healing salve and swiped her hand through the green goo and rubbed it onto the angry gash

Once it hit Kevin's skin he gave a sigh of relief, the salve giving his wound a cooling sensation

"Does that feel better?" Gwen asked smirking at Kevin's reaction

He nodded "Feel's better than the rubbing alcohol"

Gwen laughed as she pulled out a bundle of white medical tape and began to dress Kevin's arm

Kevin watched as she wrapped his arms in the white bandaged

"There all done" she announced still holding onto Kevin's arm

Kevin grinned as he picked up his arm and examined her handy work "Nice job" he smiled as he placed his arm back onto the table, and as soon as he did Gwen grabbed his hand again

"I'm really sorry again, for tackling you" she said sadly

Kevin squeezed her hand "Stop apologizing, it wasn't your fault, and you did an awesome job dressing my wound" he smiled at her

She brought her head up and smiled at Kevin, they sat there for awhile just looking into each other's eyes

The moment was broken when the door to the Rust Bucket flew open revealing Ben

Kevin and Gwen immediately let go of each other's hands

"Hey guys if you're done in here Grandpa wants to meet us outside for another round of training" he said quickly before heading out the door again

Gwen sighed as she stood up Kevin following

But when Gwen reached the door she was stopped by Kevin grabbing onto her arm, she stopped and turned around "Thanks, again" he smiled

Gwen blushed and opened the door "No problem" she smiled as she walked outside Kevin smiling behind her

**Okay hope you all enjoyed this chapter tons of Gwevin fluff! Maybe another chapter tomorrow and if not then Thursday!**

**Thanks again for reading!**

**Please, Please Review! **


	11. Rough Day Of Training

**Once again thanks for the Reviews! I really enjoyed writing the last chapter lots of Gwevin fluff! Now this chapter was hard to write, I'm just trying to move the story along, I would like to make it so that the kids are at least two years older because I have soooo many ideas on what to do! But since this is different from the original Ben 10 I realized it doesn't really have to follow each episode, but I'm going to try to follow the story line as best as I can but will only choose a few episodes so that they all piece together.**

**Alright on with the story, I'm going to do a remake of when the kids first met Vilgax, around episode 13 and 14, mostly so that Max can finally reveal his secret of being a plumber to the kids.**

The kids entered the Rust Bucket their feet dragging behind them, while their clothes were slightly tattered and dirty

Gwen and Kevin made their way to the couch and collapsed, where Kevin let his head fall back onto the back of the couch.

While Ben went to the kitchen table and lied down on one of the seats, they all let out sighs of relief

"Ugh, Grandpa's never pushed us that hard before" remarked Ben with an arm over his eyes

"I know, I wonder what's made him so harsh, I can barely sit up" said Gwen as she began to slip to the side where her head found Kevin's shoulder

Kevin gave a small flinch when he felt Gwen's head hit his shoulder, he felt his face heat up, but he was too tired to really pay attention

"Sorry Kevin" Gwen muttered as she began to lift her head off his shoulder

"S'okay, we're all tired I don't care" he said with a wave of his still bandaged hand

Gwen smiled as she let her head fall back to his shoulder closing her eyes

"I'm so tired, I can barely feel my body" remarked Gwen with her eyes closed

Kevin grunted in return as he went to scratch his bandaged arm

It had been over a week since Gwen had tackled Kevin out of the Rust Bucket where he had cut open his arm, and ever since she first bandaged it every day since she continued to clean the wound and replace the bandages

After the ten hour training session the bandages were torn and had a layer of brown dirt coating it, but he didn't care about changing it, for right now all he cared about was sleeping and not moving for the next month

The silence around them was peaceful and they lulled to sleep easily their exhaustion taking over

Kevin didn't know how long they had been out for but they were all roughly awakened by the Rust Bucket door slamming open.

Kevin shot forward at the noise as he squinted his tired eyes at the intruder; after his vision cleared he saw that it was Max standing looking over them with his arms crossed a frown visible on his face

Gwen had sat forward as she felt Kevin's body move, but she was more disturbed by the slamming door, she turned her head towards the body standing over her and saw that it was her Grandpa

Gwen rubbed the sleep from her eyes "Hi Grandpa, what's up?" she asked tiredly

He frowned at her "What I'm wondering is why you kids aren't back outside training"

Gwen stared at him "Grandpa we've been up since eight this morning training our tails off, we're exhausted"

"Do you think the aliens that attack are resting" he questioned

Gwen turned her head to look at Kevin who shrugged, she looked back at her Grandpa "Look Grandpa we're sorry but it's been a long day and we just needed to regain some energy"

Max opened his mouth to speak but was interrupted by a loud snore, the three turned their heads to the owner, Ben was still asleep with his arm over his eye's

"Ben, wake up!" Max shouted as Kevin and Gwen flinched at the noise

Ben shot awake "Whatsagoinon?" he slurred as he positioned his hand over the omnitrix

"What's going on is me wondering why you three are in here sleeping when you should be outside training"

Ben stared at him dumbfounded "Grandpa are you serious?" "We trained all day; don't we deserve a little rest?"

Max frowned as he pointed his arm towards the door to the Rust Bucket "Alright, you've had your sleep now let's get back to training"

The kids turned their heads to the door to stare out the window, darkness had fallen and the only source of light was the stars and glistening moon

Gwen looked down at her watch it read 6:48 "Grandpa, we barely rested an hour, we won't be worth anything if we go back outside now without sleep" she looked at him with her exhausted eyes

Max kept his arm poised pointing out of the Rust Bucket but once he saw the exhaustion written on the kids faces he dropped his arm and sighed, "Fine, but tomorrow is another day of training" he huffed heading back outside

The kids immediately sat back and began to relax again but none of them went back to sleep

"I wonder what's up with Grandpa." Ben asked looking at Kevin and Gwen

They both shrugged "I don't know, but right now I don't really care" stated Gwen resting her head on her arm that was on the arm of the couch

Kevin sighed as he scratched at his bandaged arm, Gwen looked at him as he scratched the bandage

"Oh, Kevin, you should let me change that bandage it's disgusting" said Gwen as she reached forward to grab his arm

Kevin tried to pull it back but Gwen kept a firm grip "its okay Gwen you're exhausted we don't have to re-wrap it tonight" Kevin said while shaking his head

Gwen rolled her eyes as she continued to hold his arm with a strong grip "Kevin it needs to be changed, it can barely surpass as a bandage" she said gesturing to his disgruntled bandage

Kevin opened his mouth to retort but was silenced as Gwen abruptly stood up bringing him along

She dragged him to the bathroom where she brought him to the sink and began to un-wrap his bandages

Small clouds of dust escaped from the bandages as Gwen unraveled them

Once she was done she threw the bandages into the trash, she then grabbed a clean wash cloth and ran it under water, when it was wet she turned back to Kevin

Kevin smiled "Well, at least it keeps my arm clean" he joked

Gwen raised an eyebrow at him she then looked down, where the bandages were, they had left a perfect shade of white while the rest of his arm was layered in a brown sweat

Gwen grimaced but laughed at the same time "I guess it does, but after I bandage your arm again, you're getting into the shower" she pronounced

Kevin continued to smile as Gwen worked on his arm, he looked at the cut himself, and from what he examined the cut was closed up, leaving a small strip of scab where it had healed

Kevin pulled his arm away from Gwen she looked at him confused "I think it's okay Gwen, it's practically healed thanks to your handy work" he smiled

Gwen frowned "But-" she started but was cut off by Kevin raising his hand

"Trust me Gwen, I think I'll survive, besides the bandage was beyond itchy" he joked

Gwen remained silent for a moment but smiled "Okay then, why don't you get into the shower and clean yourself up and when you're done I'll still put on some of the healing salve" she argued

Kevin sigh "Okay deal" he smiled

Gwen turned to leave so that he could get into the shower, but was stopped by a hand on her shoulder

"You're more exhausted then I am, why don't you go first, I don't care to wait"

Gwen stared at Kevin for a moment who was just grinning at her she dropped her gaze and returned the smile "Thanks" she whispered meeting his eyes

"It's no problem, especially for what you've done for me" he said while pointing to his arm

Gwen laughed "If you say so" she stepped passed him so he could walk out of the bathroom

"But you better not be asleep when I get back out there, you're not dodging a shower that easily!" Gwen said turning back to him

Kevin gave a laugh as he continued to walk towards the couch waving a hand behind him "Yeah, yeah, I hear ya" he said while sitting on the couch

Gwen rolled her eyes as she closed the bathroom door knowing she would be waking a certain boy when she got out of the shower

Gwen stepped out of the steaming bathroom as she dried her hair with a towel, looking around her eyes fell onto certain someone who was out cold; she rolled her eyes as she approached him

Kevin's body was splayed out over the couch as his chest rose and fell as he breathed

Gwen took the towel from her head and placed it around her shoulders, she brought forward her hand and placed it on Kevin's shoulder

She began to shake him "Kevin I knew you would fall asleep, now WAKE UP!" she shouted

Kevin shot forward at the loud noise that had just interfered with his sleep; he turned his eyes towards the owner

His eyes met with hers as she posed with her arms crossed

Kevin gave her a guilty smile "Sorry Gwen, but I'm exhausted I needed a little sleep" he said with his hand behind his head

Gwen sighed "It's okay I figured as much, so now that your awake please go take a shower" she asked while gesturing towards the bathroom door

Kevin sighed and got up from the couch and made his way into the bathroom

Once he exited the bathroom free from any dirt or grime he looked over to the couch where Gwen sat attempting to read one of her spell books, but he could tell from where he was standing that her eyes were barely staying open

"So how far have you gotten?" he inquired approaching her

"What?" she questioned squinting her eyes in tiredness

Kevin raised an eyebrow at her as she shook her head "Oh, um, I'm sorry Kev, I'm just-"she started before she was interrupted

"Tired?" guessed Kevin with a knowing smile on his face

Gwen gave a small smile while she rolled her eyes in annoyance "Yes, I'm pretty tired"

Kevin laughed as he stretched his arms above his head "Why not put the book down for tonight and lets head to bed" he suggested

Gwen smiled as she shut her book and stood from the couch "I guess your right"

She turned to head back to her bunk when a loud snore filled the room

Kevin and Gwen startled by the noise turned to where it came from

Their eyes landed onto the kitchen table where on the seat lied Ben still sleeping away

Kevin and Gwen exchanged evil grins as they nodded at each other

Gwen approached the fridge where she pulled out a can of whipped cream, while Kevin approached Ben, where he slowly brought his hand to rest on the table

Gwen filled Ben's hand with a generous amount of whipped cream before she brought it away and set it on the table

Kevin then took a feather from his pillow and began to gently scratch Ben's nose

Once the feather came into contact with his nose it began to twitch

At one final drag against Ben's nose he shot forward his hand and smashed it with whipped cream, his eyes immediately opened

Gwen and Kevin busted out laughing pointing at Ben who frowned "Ha, Ha, very funny guys" he said while attempting to wipe away the whipped cream

Gwen regained her breathe "Let's just say that's a little pay back from the picture" she grinned triumphantly

Ben rolled his eyes as he approached the bathroom "Whatever we're even, now I'm off to take a shower or else this stuff will just become a sticky concoction"

Once the door shut to the bathroom Gwen and Kevin began to laugh again as they high-fived each other

"Nice one" stated Kevin

"Great minds think alike" Gwen smirked

Gwen gave a final stretch and yawn "Well enough for one night I'm off to bed, night" she whispered as she headed to the back of the Rust Bucket

Kevin nodded in return as he whispered a "Good-night" to Gwen's disappearing figure

The kids awoke the next morning to the sound of two pans being smacked together they all shot up from their beds in surprise "Up and at um kids, it's time for another round of training"

The kids fell back to their beds and moaned in disagreement"

Gwen looked at her watch "Grandpa, its only 5'o'clock in the morning" she moaned placing her pillow over her head

Max frowned "It's time to train kids, you need all the time you can get" he stated

Ben got up from his bunk and approached his grandfather "What's your deal lately Grandpa, you've never trained us this hard before"

Max frowned at Ben "You never know who or what's going to attack, you need to be ready"

Ben crossed his arms "We are ready Grandpa, and besides the way you've been pushing us we won't even be able to stay awake in order to fight"

"You kids don't UNDERSTAND!" Max shouted

The kids turned to Max with opened mouths never hearing him shout at them like this

"Grandpa" Gwen whispered with a hand covering her mouth

Max only stared at the shaken kids when finally his intense glare dropped as his eyes went to the floor in shame

"I'm sorry kids" he sighed "It's just that I want you to be ready for _anything"_

They all turned to look at each other "Grandpa, is there something you're not telling us?"Gwen questioned

Max lifted his head and stared at her for a moment before letting out a long sigh

"Okay kids, I think it's time I told you the truth" he whispered

The kids gave him a confused stare "The truth…the truth about who I really am" stated Grandpa while the kids continued to stare at him

"What real truth are you talking about?" questioned Ben

"I need to let you guys in on something that I've needed to tell you"

They all leaned in eager to hear what the old man had to say

He let out a long breathe "It all started back over 28 years ago…"

**Sorry about the shortness guys but I really wanted to get something posted. I'm just letting you guys know that my posts are probably going to be a little bit longer now that I'm back in school and working on the weekends. But I hope all of you will continue to read my story! Not sure when my next chapter will be posted but it will be soon, busy weekend ahead!**

**Thanks for reading!**

**Please, Please Review! **


	12. Afternoon Swimming

**Snow day today, which means I got to write another chapter for the story! I'm glad everyone is enjoying it so far and I hope you all enjoy the next chapter! By the way this chapter is going to be referencing from episode 14: Truth, there's obviously going to be a few changes but I'm mostly just using it for the whole story behind Max's past as a plumber.**

**Disclaimer: I DO NOT OWN BEN TEN!**

…"After we encountered Vilgax my partner at the time Phil, was taken hostage by him" Max explained to the kids who were listening intently to Max's tale

"You see Phil was rather new to the Plumbers and a little inexperienced when it came to fighting aliens like Vilgax" he explained

"In order to let Phil go, Vilgax commanded me to drop my weapon, in which I did but what he didn't know was I still had weapons hidden on my suit"

"After one of his droids finished the ignition for the launch of a missile, thinking he won Vilgax dropped his guard, I was able to pick up one of my weapons that was able to shoot a net to trap Vilgax and his droid onto the missile, which when it launched it blew up his ship"

"And that was the last we saw of him" Grandpa sighed

The kids just stared blankly at him with their mouths a gape, "Wow grandpa you were like some kind of super hero!" shouted Ben shooting his hand up into the air

"And what kind of "super hero" were you?" questioned Gwen

Max frowned "I was just some guy doing his job that no one else could deal with, from extraterrestrials, to other weird life forms, but I gained a lot of experience from the job" He smiled

Gwen nodded in return "sounds interesting enough, but what does that have to do with training us so hard?"

Max sighed "Even though I'm not out there fighting aliens like I did in my youth, I still get calls from some of my old comrades, so you can call me an un-retired plumber for now"

Ben laughed at the statement "looks like you can't get enough of kicking alien butt grandpa"

Max smiled "Yes, it's true I do miss those days" he said looking off into the distance

"But still about the hard training I've been putting you through, it's just that I got a call from an old comrade a few days ago stating that he saw an alien ship and he thought I might recognize it, so he sent me a picture of the craft"

The kids nodded their heads to state that they were still listening to the story "And what I saw was a ship I haven't seen in a long time, one that I thought I had destroyed all those years ago"

"Vilgax ship" guessed Gwen

Max nodded "Yes, I couldn't believe it, I could have sworn I defeated him, but that's another perk about this job there are some tough alien species out there that don't give up without a fight"

He sighed again "I knew that I would never be able to take him down like I did years ago, and even then I had years of training, so I was trying to prepare you, kids for the worst if we did come face to face with him"

"But I guess I pushed a little too hard, it's just… I don't want any of you to get hurt" he finished

Ben got up and approached his Grandpa "You don't have to worry Grandpa we know what you did was just for our protection" he smiled as he placed a hand on his shoulder

Max lifted his head and smiled "Thanks Ben, but I really am sorry, why don't you kids take the day off and go swimming for the day?" he suggested

The kids jumped up in joy "Alright sounds awesome!" said Ben heading to grab his swimsuit

Kevin and Gwen laughed as he ran off towards the back of the Rust Bucket following in turn.

* * *

Once the kids had on their swim wear they headed outside towards the large pond that was stationed not far from where they decided to camp

"Last one there is a rotten egg!" shouted Ben as he ran past Kevin and Gwen who turned towards each other and smiled

They took off into a sprint following Ben, "Come on Kevin can't beat a girl?" teased Gwen as she ran ahead of him

"In your dreams" shouted Kevin as he sprinted to catch up, finally he was able to pass her "Hey!" she shouted as he ran past Kevin only laughed

Kevin was coming up close to Ben when he finally started to run by him "Ha, look who the egg is now!"

Ben sneered as he closed his eyes and pushed forward

Kevin turned his head forward seeing the pond in sight "Looks like I'm going to be the winner!" he shouted back towards the other two

Ben smiled "We'll just see about that" said Ben as he dialed his watch to XLR8, he slammed his hand onto the watch

At a flash of green light Ben reappeared as Grey Matter

"What!" he yelled in a high squeaky voice "Stupid watch I wanted XLR8!"

Suddenly from behind him he heard loud footsteps approaching "Nice transformation Ben!" Gwen laughed as she ran past him

Ben sighed as he tried to catch up, by the time he arrived to the water front Kevin and Gwen were hunched over trying to regain their breathe

Kevin stood and smiled as Grey Matter approached "Phew, Gwen do you smell that?" "It smells like a rotten egg!" shouted Kevin as he pointed at Grey Matter, Gwen laughed in return

Grey Matter huffed when at a flash of red light went off and he returned to his regular human form

Ben crossed his arms "Ha, ha, very funny"

"Oh, come on Ben it was just for fun" stated Gwen who waved her arm at him

Ben rolled his eyes "yeah, whatever, anyways we came here to swim right?" he questioned smiling as he ran towards the water

"CANNONBALL!" he yelled as he landed into the water splashing Kevin and Gwen who frowned

"Ha Ha, looks who's laughing now" he said pointing at the two "Anyone else coming in?" he in questioned

Kevin smiled as he backed away from the water and ran in copying Ben's cannonball causing a large splash to emit from the water splashing Ben in the face who wiped the water away in annoyance

Ben splashed water towards Kevin who splashed back, and finally a splash war ensued

Gwen sighed at their antics while she lay out a towel to sit back and relax

* * *

After awhile Kevin began to circle around the small pond doing some laps while Ben continued to go through different transformations trying to determine which one could create the best splash, while Gwen continued to lay out in the hot sun

After Kevin's third lap around the pond he made his way towards the edge and laid his on his arms as he stared at Gwen "Aren't you going to come in?" he questioned

Gwen didn't move as she responded "I don't know I don't usually like to swim in gross pond water like that"

Kevin rolled his eyes "But Gwen you must be dying over there it's almost 100˚ outside"

She just shrugged in return as Kevin sighed when he finally got an idea

Slowly he made his way out of the water and quietly made his way over to Gwen who didn't even notice his sudden appearance

He crouched down next to her as water started to drip from Kevin's hair and land on Gwen's skin, she shivered at the contact

She cracked open one of her eyes as she sat up "What the-?" she started before she was face to face with a grinning Kevin

"What do you thi- ahhh Kevin!" Gwen shouted as Kevin quickly picked her up bridal style and brought her over towards the water's edge

"I think it's time you took a dip in the water" Kevin smirked as he tried to hold onto a squirming Gwen

"Kevin let me go!" she shouted as she was hoisted over his shoulders, she began to beat on his back with her fist

Kevin laughed "You're going to have to try harder than that"

"Kevin no please let go!" she continued to struggle

When Kevin reached the water's edge he stopped "You really don't want to go in?" he asked

Gwen stopped hitting his back and turned to face him "No, now please let me go" she asked again

Kevin smiled and placed her down "Thank you" she said as she brushed herself off and looked at Kevin who was still smiling

"What?" she questioned he slowly got closer to her "Do you _really _think it would be that easy?" he said raising his arms

"Kevin, no" Gwen said as she realized his intentions

He smiled as she continued to back away he quickly ran forward "Kevin yes!" he laughed as he tried to push her in

But she quickly grabbed onto his hands and tried to fight him back when she got an idea "If I'm going in you're coming in too!"She shouted as she gave up on pushing him back but she still held onto his hands

Kevin was surprised by her actions as he continued to press forward realizing that she was no longer pushing back the force pushed them forward and into the water

As they started to fall back Gwen wrapped her arms tightly around Kevin's neck and she continued to hold on when they landed in the water and resurfaced

When they broke the surface of the water Gwen still had her arms around his neck as she spat water in his face, he only smiled

"You're such a dweeb!" she shouted at him

Kevin laughed "I thought that's what Ben was?" he returned while placing his hands on her waist unknowingly

Gwen shook her head "Not anymore, you're just as annoying and pestering as he is" she stated while looking into his face

He had the biggest smile she realized then, and it was always so full of truth and honesty at the moment he displayed it, she shook her head at her revelation as she looked down realizing his hands were on her hips

She blushed at the contact, but she became even redder when she realized her arms were still around his neck, she looked away smiling

Kevin noticed that Gwen's face had turned an unnatural shade of red as she turned away from him smiling; he wondered what he had done to make her do so

When he realized that his hands had unintentionally found their way onto her hips and her arms were still around his neck, it was his turn to blush

She turned back to stare at Kevin who was staring back in return she noticed he had turned red too

He smiled even brighter "Hi" he stated simply "Hi" she said shyly in return turning her head down smiling slightly

Suddenly Gwen felt Kevin bring her closer to him their wet bodies molding together her heart began to race

"Gwen I… I…uh" Kevin started but suddenly stopped when he didn't really know what to say

Gwen laughed at his stutter "Kevin its okay" she smiled

Kevin looked at her in surprise and then gave a small smile, he figured she knew what he was trying to say "Gwen, thank you for everything" he decided to say

"I haven't laughed or had this much fun or even…felt this way in a long time since I met you" his blush became redder

Gwen looked endearingly up at him "Really?" she questioned

"Really" he smiled attempting to get them closer when a voice interrupted them

"What are guys doing?" questioned Ben who had chosen the wrong time to reappear, pointing at their bodies

They looked at him in confusion when they realized they still had their arms wrapped around each other, they broke away so quickly it was like they had both been burned

"Nothing!" they both shouted turning away from each other blushing madly

Ben raised an eyebrow "Okay then, but anyways you guys won't believe which one of the aliens creates the biggest splash!" shouted Ben in excitement

Gwen sighed "Do you think we really care Ben?" she questioned

Ben smiled "Of course!" he answered

Gwen only sighed in defeat at Kevin gave a small chuckle

"You guys won't believe that Four Ar-" started Ben when a huge earthquake shot through the field

The kids fell to their feet at the force of the shake

"What's going on?" questioned Gwen in shock

"I don't know" answered Ben looking around

When suddenly from over head a large black and red ship appeared from the clouds

A bright light emitted from a small circle in the base of the ship revealing a figure that floated down to the other side of the lake

"Kids!" shouted a voice behind the kids who turned and looked around discovering Max sprinting towards them

"Kids are you-" started Max when he reached the kids only going wide eyed as he saw the figure from across the pond

Max frowned at the figure "Kids go back to the Rust Bucket NOW!" he shouted

The three of them looked at each other but decided not to second guess the older man, they took off in a run Max following close behind

As they ran into the Rust Bucket Max jumped behind the wheel of the vehicle and started the engine "Kids get changed immediately I'm not sure what's going to happen" he said worriedly as he floored the gas pedal onto the floor

The kids struggled to stay up at the sudden shot forward but decided to follow Max's orders and change into their regular clothes

Once they were changed Ben approached his Grandpa "What's going on and who was that guy?" he questioned

Max frowned "I'm not sure what's going to happen but that figure was-oomph!" started Max when the Rust Bucket was shot from behind making the vehicle leach forward and lose control

Max stepped on the brakes screeching the Rust Bucket to a halt, he got up from the driver's seat "Now kids I want you to stay here" he stated firmly as he started pressing weird numbers into the microwave

Suddenly a hidden wall wheeled open from the other side of the supposed cabinet revealing interesting looking guns

"Grandpa what are those?" questioned Ben as Max grabbed one

"No time to explain" he said as he went outside the Rust Bucket, when he was only shot back inside

"Grandpa!" shouted Gwen as she approached him

"Ugh, I'm okay sweetie" he said roughly

Suddenly the top of the Rust Bucket was roughly ripped open revealing a tall green and red figure

"Give me the omnitrix!" the figure shouted in a grisly voice

Max began to rise from his current position and glared at the figure "Not in a million years…Vilgax"

The kids let out a breathe of shock as their eye's went wide as they stared at the alien that was once the greatest threat to the Plumbers.

**Hope you guys liked the Gwevin fluff! It's so hard for them to get so close when they are so young, but don't worry their going to be growing up soon, soooo many ideas that I can't wait to write about! Thanks again for reading!**

**Reviews are greatly appreciated! **


	13. The Nightmare Begins

**Once again thanks for the reviews! I'm really taking them to heart and you guys are giving me really good ideas as to how I can continue on with the story! Hope you guys enjoy this next one!**

**Disclaimer: I DO NOT OWN BEN TEN!**

Vilgax reached down into the Rust Bucket and swatted Gwen out of the way

"Gwen!" shouted Kevin running over towards her while Vilgax continued to pick Max up

"Where's the omnitrix!" he shouted "My scanners tell me that it is here with none other than Max Tennyson" he seethed

Ben glared at the figure now known as Vilgax "He doesn't have the omnitrix!" he shouted

Vilgax turned his head towards Ben and gave him a questioning look "Oh really?" he asked dropping Max onto the ground of the Rust Bucket

Ben brought his arm up that contained the omnitrix "I do" he stated simply

Vilgax glared at the young boy in front of him "Ben…no" Max gasped weakly

"Don't worry Grandpa; I know what I'm doing" he stated as he dialed the watch and slammed down onto the device

Suddenly Ben reappeared as Heat Blast, "You wanna fight Vilgax?" "You've got one" he said as he sent a wave of fire towards him

Vilgax was blasted out of the vehicle landing a few feet away, Heat Blast jumped up out of the Rust Bucket and landed in front of Vilgax who was starting to get off of the ground

"You really think that's going to hurt me?" he questioned as he ran towards Ben

Heat Blast readied himself and was about to blast Vilgax when his fist collided with his head sending him back a few feet

"Ugh, that hurt" said Heat Blast looking up as Vilgax charged towards him again but Ben was quicker as he put his hands down and blasted himself upwards leaving Vilgax stunned

"Ha, ha, Vilgax you're going to have to be quicker than that!" shouted Heat Blast as he sent a rain of fireball down on him

Vilgax put his hands up in defense, once the fire stopped raining from above he uncovered his face only to meet Heat Blast face to face as Heat Blast swung his arm forward sending Vilgax flying back

"Take, THIS!" exclaimed Heat Blast as he sent out a huge wave of fire causing the concrete beneath them to melt, trapping Vilgax

"Not so tough when you can't move" Heat Blast stated joyously when the Rust Bucket pulled up in front of him

The door flew open "Ben, Grandpa said to get inside!" Gwen shouted towards him

"Are you kidding?" "I'm about to kick some major alien butt!" he stated before the watch started to wail and in a flash of red light Heat Blast turned back into Ben

"Oh…" was all Ben could say "Benjamin Kirby Tennyson, get in here NOW!" shouted Grandpa from the front of the vehicle as Ben ran inside

Kevin started to snicker "Kirby?" he questioned in amusement

Ben frowned at Kevin "Now's not the time to make fun of my middle name Kevin"

Kevin only shrugged when the Rust Bucket was suddenly bombarded with a rain of lasers coming from two of Vilgax's robots tailing them

Max turned the Rust Bucket in every which way trying to avoid the lasers while Ben, Gwen and Kevin were moved from side to side as the vehicle moved

Ben stood up suddenly "Well I'm not going to miss up on this action" stated Ben as he dialed the omnitrix and slammed down onto the device turning into Stinkfly

"Finally!" he stated "The stupid watch worked" he said as he lifted off through the top of the Rust Bucket

"Ben, wait!" Grandpa shouted after Ben, but he was gone before he could hear him

He sighed in frustration "We need to get to Mount Rushmore" he stated

Gwen stared at him "Mount Rushmore?" "Grandpa this isn't the time for sightseeing!" she stated

"You're going to have to trust me on this one Gwen" he answered simply as he continued to dodge the rain of lasers

As Ben continued to fight Vilgax, Gwen, Kevin and Max headed up the road to Mount Rushmore

"Uh, Grandpa I don't think this road is for tourist" she said as they approached a DO NOT ENTER sign

Max only smiled as he reached under the dashboard and pressed a hidden button "We're not tourist we're tenants"

Gwen gave him a confused stare while she looked back to Kevin who only shrugged, suddenly Max stopped the Rust Bucket and the ground beneath them began to sink beneath them

Gwen gasped at the sudden sensation of falling and grabbed onto Kevin's arm "its okay Gwen" Kevin said while trying to comfort her with an arm around her shoulder

After a descent down a dark tunnel the lift finally stopped revealing an opening inside the large mountain hidden from everyday view

Gwen and Kevin gasped in astonishment "Come on you two" said Max as he got out of the Rust Bucket

Kevin grabbed onto Gwen's hand and led her out following the older man

Surrounding them were what looked like thousands of filing cabinets with their contents unknown

Following Max he stopped at cabinet and bulled out the drawer, inside was something Kevin was not expecting "Weapons?" he questioned eyeing the older man

Max continued forward not bothering with closing the door to the cabinet and not answering Kevin's remark

Max went forward and opened another cabinet revealing another weapon resembling a laser lancer, unsatisfied by what he saw he continued forward with Kevin and Gwen following

"Uh, Grandpa, what exactly are you looking for?" Gwen questioned

Max had stopped one more time and opened a cabinet as a small smile spread across his face, he bent over the container and pulled out a deadly looking weapon that was larger than himself

Gwen took a stepped back until she hit Kevin who was behind her

He placed his hands on her shoulders "So this is going to help Ben?" he guessed, while Gwen turned her head to look at him

Max gave a small laugh as he pieced the weapon together "Not just help him, but it will hopefully destroy Vilgax, it's locked onto his bio signature" he explained as he started to head back to the Rust Bucket

Kevin and Gwen nodded to each other as they followed Max back to the Rust Bucket

Once they were back in the Rust Bucket Max immediately went forward and started the vehicle

Gwen decided to sit in the passenger's seat next to her Grandpa while Kevin stood by her chair

"Grandpa, how are we going to find Ben anyways?" Gwen questioned

Max smiled over at her "Trust me we'll find them, in the glove department, open it and press the little red button" he asked her

Gwen raised an eyebrow at him but decided to do what he said, she opened the glove box and there sat a red button she pressed it

Suddenly a huge holographic map popped up across the windshield Gwen gasped in surprise

"Whoa, that's cool!" said Kevin in glee staring widely at the map

Once the map opened across the windshield a red light began to blink on said map

"The red dot is Ben, it's locked onto the omnitrix key signature, and can you navigate Gwen?" asked Max looking towards Gwen who only nodded in return

After tracking the red blinking dot for a good ten minutes, it led them to turn off road and down a steep hill

Gwen held onto her seat like it was her life line, "Look there's the ship!" shouted Kevin from behind pointing at a large claw shaped ship that looked like it was about to take off

"We have to board it someone!" stated Gwen turning towards her Grandpa

Max smiled again as he looked at the radio, which suddenly flipped around revealing a hidden panel lined with red buttons, he pressed the one closest to him

Suddenly the Rust Bucket began to change, outside old fixtures of the front of the vehicle opened revealing a larger vent that began to grow with power as the Rust Bucket took the plunge into Vilgax's ship

Gwen let out a horrifying scream as they plummeted into the ship, where they had just barely made it landing with a hard "Thump"

Kevin got knocked off his feet as he was sent flying to the back of the Rust Bucket hitting Gwen's bunk as a landing

Gwen shook her head and turned to look back at Kevin "Kevin, are you okay?" she asked wearily

He opened his eyes and smiled a huge grin "That was awesome!" "This old junk heap has more to it then I thought!" he exclaimed getting up from the jumbled mess

Gwen only rolled her eyes as Max let out a laugh "Got to keep it disguised somehow" he stated as he put the Rust Bucket in drive and continued throughout the ship

Max drove the Rust Bucket with ease throughout the ship, Kevin and Gwen holding on for their lives as they made each sharp turn

"There Grandpa through that wall!" shouted Gwen pointing at the red dot that said that Ben was just through a wall only twenty feet ahead of them

"Better hold onto something kids, this is going to be rough!" stated Max as he gripped the steering wheel tighter and floored the gas pedal to the floor, as they crashed through the giant metal wall

As soon as they broke through the wall they were met with Vilgax trying to take the omnitrix from Ben's wrist as he hung from a metal device inclosing all of his limbs

Max drove the Rust Bucket into Vilgax sending him crushing up against the wall, Max then threw the vehicle in reverse, screeching to a halt

Max tore through the Rust Bucket grabbing the large gun, and as soon as he left the vehicle he pointed it at Vilgax

"Keep your paws off my grandson Vilgax!" shouted Max angrily at the green figure

"Tennyson!" shouted Vilgax as he stared the gun down as Max released its powerful laser which nailed Vilgax and shot him through into the next room

Kevin and Gwen exited the vehicle approaching Ben, Max following suit

"Grandpa!" Ben said in relief staring at the elderly man in relief

"We have to get you out of here!" said Max frantically as he began to look for a way to dismantle Ben from the machine

When suddenly a piece of scrap metal came flying from behind knocking the man down

"GRANDPA!" shouted Ben and Gwen in remorse as they watched him hit the ground

Kevin opened his mouth in shock as he turned to face the thrower

"You can't get rid of me that easily Tennyson!" shouted Vilgax as he approached them walking out from the smoke surrounding him

"Grandpa" Gwen whispered as she approached the man

"I'm okay…Gwen" he said feebly

Kevin glared at Vilgax as he clenched his fists in anger, his old thoughts screaming throughout his mind; flashes of darkness were brought to his eyes as his head began to pound with anger

The only person who had accepted him and taken him in and treated him like a son was hurt, and to Kevin, Vilgax was going to pay

"Vilgax" Kevin spat

The vile figure turned his head towards Kevin

"What you did, just now, is unforgivable!" "Now you're going to PAY!" Kevin shouted as he bent down and absorbed the metal beneath him charging towards Vilgax

"Kevin no!" shouted Ben trying to make him turn back

Kevin's head filled with rage as he charged forward and taking a quick swing he punched Vilgax in the gut hard with his metal fist

Vilgax hunched over in pain as he began to wheeze "An…Osmosian…now that's a surprise to see here on Earth" he said picking himself up

Kevin launched another fist towards Vilgax as he was knocked back down "And…a…strong one at that" Vilgax smiled evilly

Kevin ran forward again ready to take Vilgax down when he was quickly stopped by his huge arm, Kevin screamed in anguish as he felt his armor dissipate from his skin

"You are very powerful for such a young Osmosian" stated Vilgax as he surveyed Kevin

"And if I remember correctly, Osmosians can absorb _any_ power they wish" he eyed him maliciously as he looked back at Ben still trapped in his device

This is when Vilgax got his idea "With you, I can start my army, through you I can have all the power of the omnitrix" he said while approaching Ben

"Grrr…let me go Vilgax!" Kevin growled as he began to squirm in his hand trying to break free

"And why would I do that?" he questioned Kevin holding him close to his face "You are the key to my destruction of this worthless planet, along with helping me becoming the ruler of the universe!" he announced

Kevin stared at him with wide eyes as he was brought over to where Ben hung helplessly from the machine

Kevin began to struggle under his grasp as Vilgax began to punch numbers into the device that was around Ben's left wrist that held the omnitrix

"Squirm all you like, I'm not letting go" stated Vilgax broadly, as to finally a small compartment opened around Ben's wrist, exposing the omnitrix

Vilgax gripped Kevin's hand tightly as he brought it close to the omnitrix "Absorb the power now!" he stated angrily

Kevin grunted as he tried to keep his hand away from the omnitrix

Gwen watched the scene before her as she got up from Max's side and ran towards Vilgax

"Kevin!" she shouted

Vilgax paid her no attention, which she angrily took as she pointed her hands towards the towering being and shouted "Turbo!"  
A frightening windswept up around him, but quickly diminished Vilgax began to laugh "You are weak child no match for me" he chuckled

Gwen clenched her teeth as she tried again "Turbo!" the wind picked up around his body again but to no avail

"Worthless creature, droids take care of her!" shouted Vilgax as two droids flew into the room and grabbed a hold of her

"NOOOO!" she shouted as she tried to break free

"I… can't…hold back any more!" Kevin yelled in anguish as his hand was finally forced onto the omnitrix

Bright blue lights of electricity shot around him and Ben, both of them crying out in pain

"AUGHHH!" Kevin screamed as the power took hold of him sending Vilgax flying back and out of his grasp

Kevin fell to the floor surging with electricity; his body began to pulse as he let out a horrendous yell as his body began to morph

"Kevin!" shouted Gwen as she tried to break free of the droids

Kevin turned towards her with an evil look in his eye as he began to change shape, sure enough he turned into Four Arms, followed shortly by XLR8, and all of the other eight forms Ben had in the omnitrix

Kevin continued to let out screams of pain as his body returned to normal for a moment, but suddenly grew morphing into a horrendous shape

Gwen stared in horror as she watched Kevin mutate into something she's never seen before

**A.N( This is Kevin's first mutated form from Ben 10)**

He stood shakily on his feet as he began to breathe in short breathes

"Interesting" said a voice from the smoke around them, Kevin and Gwen turned their heads towards the voice

Vilgax stepped out of the smoke "This isn't what I imagined, but just maybe we will be able to use this mutated form to our advantage" he said while circling Kevin who clenched his fists in anger

"Me, work for you, I work with no one" stated Kevin coldly, his voice almost sounding mechanical

Vilgax turned towards him quickly "What do yo-" he started before Kevin gripped him around his neck cutting off his words

"I've had enough of you!" Kevin shouted

"Your times up" smirked Kevin as he lifted Vilgax and through him with all his strength towards the droids that held onto Gwen, she ducked as Vilgax flew over her head knocking into the droids as they were blasted off of the ship, a new hole being revealed in the ship

Gwen smiled at Kevin who she ran towards "Kevin, you did it you defeated Vilgax!" she shouted

But as she approached Kevin only stared at her menacingly "Stay away" he whispered

Gwen stopped dead in her tracks giving him a confused look "But Kevin you-" she started before she was cut off by his growl

"I said stay away, I can barely control my thoughts now, every things dark, full of nothing but sorrow, and now I'm stuck like this… A FREAK!" he shouted

Gwen winced at his words "Kevin, there's got to be a way to change you back" she said quietly trying to approach him

Kevin growled "This…this…power" he stated angrily looking at his form "I hate it!" he shouted

"It does nothing but cause me trouble!" he clenched his fists and glared at Gwen "This is your fault, if you were stronger and had stopped Vilgax!" he shouted angrily approaching Gwen who stepped back in fear

"Kevin, no" she whispered as the truth rang in her ears as her eyes began to water

"KEVIN!" shouted Ben "ENOUGH!" "Don't take this out on her" he said glaring angrily at him

Kevin only growled as he turned back towards Ben as he gripped the device he was still trapped in and smashed it, Ben fell to the ground

"This is your fault too!" said Kevin pointing a menacing finger at Ben

"How is this my fault?" he questioned

"If you had never had taken me away from New York none of this would have happened"

"If we hadn't taken you in, you'd probably still be out there stealing and hurting innocent people!" shouted Ben

Kevin glared "Oh, it's on Tennyson!" he shouted as he brandished a fist at Ben who just barely backed out of the way in time

"Bring it Levin" said Ben as he dialed the watch and turned into Four Arms

The two battled each other as fist flew at one another trying to defeat their opponent; Ben smashed his fist into Kevin's face, who fell to the floor

"Had enough?" asked Four Arms towering over him

"I'm just getting started!" snarled Kevin as he pounced at Four Arms knocking him back

He was about to blast him out of the ship when a voice rang out through the ship "Kevin don't!"

Kevin stopped and turned to look at Gwen "What do you want?" he questioned

"Kevin, this isn't you, we can help you just please calm down" she tried

"Humph, fat chance" he said as he picked up Four Arms and chucked him towards Gwen who ran out of the way

Kevin smiled in triumph when he felt something touch his back he turned towards the person only to see an angry looking Max

"Sorry Kevin" he whispered as he pointed the large gun at Kevin and blasted him out of the ship his cry's were heard as he fell to the ground "Tennyson!"

"NO, KEVIN!" shouted Gwen as she ran towards the hole but was stopped by Max holding her tight

"it's okay sweetheart, he'll be okay, he'll also be back" he stated looking out the hole

Gwen felt tears prick at her eyes as she closed them and put her head towards her grandpa's chest

"Come on guys lets go" stated Max as he picked up Gwen, Ben following behind as they made their way into the Rust Bucket

Max set Gwen down on the couch, as he approached the front of the Rust Bucket he hit a button that made the vehicle lurch, the outside of the vehicle changing form once again into what looked like a rocket ship, Max floored the car as they shot out of the ship and headed towards the ground

Later that night after they had set up camp in the middle of the forest Ben and Gwen sat around a small campfire, silence surrounding them as their thoughts ate at their minds

Max approached them holding two mugs, handing one to Ben and the other to Gwen who merely took the cup and continued to stare at the fire

Max frowned at her "It's going to be okay Gwen, we'll find him, and we'll find a way to help him too" he soothed as he wrapped an arm around her

Gwen sniffed as she tried to hold back her tears "I…I…Just can't believe he's gone, and what he said to me about being…weak" she stated sadly now looking into her cup that contained hot chocolate

Max sighed "Gwen you have to realize Kevin's in a different state of mind right now with all that energy he absorbed"

Gwen looked up from her cup to give her grandpa a curious look "What do you mean?" she asked quietly

Max looked down and frowned "The whole reason why I decided to let Kevin join us is because…I know a thing or two about Osmosians" he stated

Ben and Gwen watched him in silence as he continued "You see, young Osmosians like Kevin are very unstable at their age, without a proper teacher around their powers are uncontrollable if not used properly" he started

"If an Osmosian absorbs too much energy, they become insane" he stated simply

The realization hit Gwen hard as she frowned "So, the energy form the omnitrix, it made him go insane"

Max nodded "Yes, for now that is, we're going to have to find a way for us to drain that power out of him, then he'll become mentally stable again"

Gwen turned towards her grandpa and stared hard "How do you know all this about Osmosians?"

Max sighed "Because, my old partner and really good friend was part Osmosian, I watched him train everyday so that he could keep his powers under control, it takes a long time for an Osmosian to be able to control their powers properly under the right tutoring, that's why I wanted to help Kevin"

Gwen nodded again as she frowned at the fire when suddenly a question struck her "The Osmosian, what happened to him, I mean if he's still around then why not get him to help Kevin?" she asked

Max shook his head "About eight years ago we were on a mission together and…well… he ended up dying in action" he said sadly

Gwen continued to watch her grandfather "But he doesn't have any family?" she continued to ask

Max gave a small smile "Let's just say, his family wouldn't be able to teach themselves"

Gwen raised an eyebrow at him when suddenly it hit her "Kevin's real dad…he was-" she started her eyes wide

"Devin Levin, one of my best friends and Kevin's biological dad" he said smiling at the fire

Ben and Gwen looked at each other a million questions running through their head but before they could say anything Max raised his hand

"I know you kids probably have a lot of questions but now's not the right time, I think it's time for us to get some sleep from this long day, and tomorrow we'll start looking for a way to help Kevin" said Max rising from his seat

Gwen looked back at the fire and smiled as she leapt to her feet "I'm going to practice and train as hard as I can until I become stronger and can face Kevin so that we can help him!" she shouted raising a fist in the air

"That a girl Gwen" Max said placing a hand on her shoulder smiling

"But grandpa, when we're ready how will we find him?" questioned Ben rising from his seat as well

Max smiled "Before I blasted him from Vilgax's ship I placed a tracer on him so we could track him"

Ben and Gwen smiled in return "Nice idea grandpa" said Gwen turning towards him as they walked into the Rust Bucket

That night Gwen lay awake her mind reeling about the day's events, a tear streamed out of her eye as she closed them "Don't worry Kevin, we'll save you" she whispered as she drifted off to sleep

**Alright! Another chapter down! Hahaha and the return of evil Kevin, the plot thickens **** So I'm almost done with them being so young, in the next chapter I'm going to be combining a bunch of episodes together as Ben and Gwen continue to become stronger so that they can face Kevin. Then afterwards I believe I will be able to take them to the next age level which will be probably 13 for Ben and Gwen and 14 for Kevin, I already have a million ideas on what I'm going to do and I can't wait to start!**

**Once again thanks for reading!**

**Please Review!**


	14. After He's Gone

**NOTICE:**

**I'm soooo sorry that I haven't uploaded in awhile, my life has been extremely hectic and starting tomorrow is softball, so that will cut my time even shorter but I promise to get chapters up asap. Also, I know the chapters don't really flow with the actual Ben 10 episodes, but don't forget, I'm creating an alternate timeline with some of the Ben 10 episodes thrown in. This chapter is going to focus mainly on what happened after Kevin left. Also it is going to be doing a re-cap as to how Gwen got associated with magic because I had some reviewers questioning it. And I'm going to be combining episodes together or at least stating certain episodes that took place in the Ben 10 series and yes I know my timing's off with how long summer break is, I just didn't feel like calculating and guessing all the time stuff, so please don't criticize me.**

**So on with the story…**

Time continued to pass as the summer dragged on, Gwen and Ben were mercifully trying to become stronger so that they would be able to help Kevin, even without him Grandpa Max continued to drag them about the United States keeping to their road map, but not a day passed when they didn't think about Kevin.

It had been almost three weeks since they had last seen Kevin, that is seen him personally. For every now and then when they were watching TV there would be sudden special news reports about a crazed mutant running amuck from, robbing banks to attacking businesses.

Every time Gwen looked at his mutated body all she could focus on was his face, as she could see his torment written clearly across it, all the pain that he faced was finally being released, and every time she saw it she looked away from the flashing screen and tried to focus on something else

At this moment Gwen was stationed on a very large rock that sat on the edge of a small pond, her legs were crossed as her eyes were closed, she continued to meditate and focus on what was around her

As she continued to sit and breathe trying to focus on her mental training a certain voice kept ringing through her head "This is your fault, if you were stronger you would have been able to stop Vilgax!" the words were like poison, every time they continued to echo, the more she let the guilt inside her build up

She continued to clench her eyes shut as a bead of sweat dropped down the side of her head, she opened her eyes at the sudden revelation as she lifted her head towards the climbing sun, it was almost noon and the sun was at its highest peak making the air around her hot and humid

She wiped a hand across her forehead as she stared sadly into the water only thinking about Kevin and what he was doing at that moment

Slowly she stood up from the rock and pulled out her small spell book and stared at the cover that was made of soft red leather, it had become battered from its overuse in the past weeks, when she wasn't sleeping, training or fighting off aliens that still continued to disrupt their summer, Gwen was off reading her small pathetic book

Gwen sighed at the memory of when she had first had become interested in magic, she was only 4.

Her parents had taken her and her brother to a magic show, and Gwen never forgot the wonder it had created for her, and the magic seemed so real, each magician better than the next, but the one that stuck out to her the most was a women who was tall and beautiful, she held onto the same book Gwen held in her hand

The women would wave her arms around as she would cast spells that would do the most amazing things. But most of the adults that sat in the audience believed it was all just smoke and mirrors, but to Gwen it was beyond real, after the show had concluded Gwen and her brother raced to the gift shop where her eyes fell upon the book that looked just like the women's

Her parents laughed at her childish choice when she asked if they would buy it for her, in which they did. She spent hours looking at the book trying to decipher the strange words and attempting to cast them herself, but non-had ever worked. Gwen also realized the book wasn't as extravagant as the women's had been, when it looked like the women's book contained thousands of intricate spells, Gwen's had only contained about 50 or so, and as she had become older, Gwen began to realize more than half of the spells were probably just made up to make the children happy

But Gwen had continued to read the book, muttering the spells under her breathe and continued to attempt to do magic, but to no prevail

When one day when Gwen had just turned ten, she was flipping through the book and discovered an interesting spell labeled Tur-bo, she stared at the book for awhile memorizing the word when she decided to give a hand wave as she shouted the incantation, suddenly her book was pushed away from her bed and fell onto her floor, where Gwen stared after it in amazement, and from that day on, she continued to decipher the spells, trying to learn their secrets

Gwen continued to stare at the book; she had realized that out of the few spells listed in the book, only a few had decided to work for her. From Tur-bo, to Seco-Sufer which enabled Gwen to telekinetically control up to three objects, (she was only up to two) and a new recently discovered one Teewat-Legora, which was almost like a ten times stronger spell of Tur-bo.

She sighed again, "If I'm going to help Kevin, I need a stronger spell book" she muttered to herself "But…where would I find one?" she asked to no one as she looked up to the cloudless sky

A blast of green light was seen in the corner of her eye, she turned towards the source and discovered it was Ben who had transformed into one of his new aliens Wildvine, other than him in the last few weeks, Ben's omnitrix had also enabled him to mutate into Cannonbolt who was discovered shortly after Kevin's leave, he was a great help when it came to taking down the alien tick that had arrived on Earth, Gwen shivered at the thought as she decided to watch Ben

Wildvine stretched his long arms towards the nearest tree and began to swing from the branch, when he finally built up momentum he let go of the branch as he stretched forward to grab another branch from a nearby tree, this continued as Wildvine circled around the trees, picking up momentum attempting to build speed

Ben had also taken a toll when Kevin left the group, and he had also taken up Gwen's habit of hard training, whenever he had a free moment and the omnitrix was charged he would transform into one of his aliens and train his hardest with it until the watch timed out

Gwen smiled at his determination, realizing just how close Kevin and Ben had become, they were like brothers, for each of them didn't have any siblings to look to or hang out with, but they had each other which was close enough for them

Gwen decided to walk back towards the Rust Bucket where she sat her book down on the picnic table, looking down at the table she saw three apples sitting clustered together

She smiled as she closed her eyes as she held out her arms while concentrating on the apples "Seco-Sufer!" she muttered

Suddenly the apples began to twitch as they began to slowly rise, Gwen cracked open her eyes and smiled as she watched the apples hover in front of her "I did it!" she exclaimed as she continued to control the apples slowly attempting them to move around in a circle testing her abilities, when suddenly a vine like had shot forward and grabbed them from mid air

Gwen opened her mouth in shock as she glared at Wildvine "Ben, I finally had it!" she yelled angrily

Wildvine laughed as he chewed on the apples "I was hungry, and you made them seem so tempting"

Gwen rolled her eyes in annoyance "I know just like me you're trying to get stronger, but we're not going to get anywhere if you keep distracting me every time I'm so close to being able to control a spell!" she complained

The omnitrix began to wail and in a flash of red Wildvine had returned to Ben's human form, he began to approach Gwen

"Look Gwen, you only know like three spells, and by know I mean barely know, well I guess your Tur-bo spell is pretty good, but if that's all you've got, then how are we going to stop Kevin?" he questioned

Gwen clenched her hands towards her side as she stomped over to Ben "Look, I'm training just as hard as you are!" she shouted pointing a finger in front of Ben's chest who only looked terrified

"I might not know a million spells, but I do have a black belt in karate, along with a brain that can actually think!" she continued to yell at Ben

She huffed in frustration as the words made their way back into her head "This is your fault; if you were stronger you would have been able to stop Vilgax!"

Gwen closed her eyes as the words echoed again trying to hold back tears "You don't understand Ben, you have the omnitrix, you can change into any alien you want!" she shouted raising her hands in exasperation

"Don't you see, I have to train beyond harder and longer than you do, all I have is magic, while you've got the omnitrix" she said while pointing at the watch

Ben raised his left arm where the watch was stationed and stared at it while digesting her words he looked back at her frowning when he realized her eyes were starting to tear

He sighed "Gwen look I'm sorry, if there was something I could do to help" he said while approaching her, but Gwen just stepped away from him shaking her head

Suddenly Max opened the door to the R.V "Hey kids lunch is ready when-" he started when he noticed Gwen's teary eyes staring at him "Gwen, what's wrong?" he asked trying to approach her as well

Gwen shook her head fiercely as she backed away from the two approaching her "Just…just…just leave me alone!" she yelled while bursting out crying and running away from them

Ben made an attempt to follow her but was stopped by a hand on his shoulder, he looked back looking at his Grandpa "Give her some time, she's been through a lot, and she's also been beating herself up a lot about the whole Kevin thing" he stated staring off to where Gwen had run off to

"But why, it wasn't her fault?" Ben asked

Max sighed as he gave a weak smile to Ben "We both know that, but she doesn't believe it" he started

"Just like you and Kevin built a bond that's like brothers, well, Gwen and Kevin were building something stronger" he smiled sadly looking back at Ben

"What do you mean?" Ben asked curiously

Max gave a small laugh "Their too young to realize or even see it right now, but those two created a connection that will probably affect them in the future" he said while continuing to look at Ben who still seemed puzzled

Max sighed "You see, those two understand each other differently then what either of us will, they trust each other, and with that trust it began to build something different"

"Different… how?" Ben continued to ask

Max chuckled at Ben's innocence "Let's just say that _**when**_ we get Kevin back to normal, and after watching them grow together for a few years, you'll see what I'm talking about" he smiled patting Ben on the shoulder as he turned back and entered the Rust Bucket

Ben only stared after Max as confusion continued to ripple through him thinking through what his Grandpa had said

Gwen continued to run through the forest tears streaming out of her eyes as she ran, when she finally reached edge of a pond and looked down at her rippling reflection

Gwen fell to her knees as she let out a sob as her eyes continued to run, after she had collected herself, Gwen looked into the water as she sniffed the rest of her tears away, her eyes were red and puffy along with her face, she sighed at her reflection

As she sat in silence listening to the whisper of the wind and settling sounds of the forest Gwen's mind finally began to clear as she thought back as to what had just happened

Her mind raced with the fact that no matter what she did, she couldn't become stronger, she had absolutely nothing or no one that was around to help her strengthen her so called magical powers

She sighed at her reflection "Why does everyone think I'm so weak?" she asked it

"I mean, I help out whenever there's an alien attacking" she assured herself

Gwen brought her legs to her chest as she hugged them, she closed her eyes and as she did so more tears escaped from her eyes, but she quickly stopped them and stood back up

Glaring angrily at her reflection she shouted "Why am I crying!" "I have nothing to be sad about!" she crossed her arms as she began to pace back in forth

"I mean he's the one who left me…us!" she corrected herself

"He's the jerk, calling me weak after all that training we did together, after trusting him after what he did!" she continued to rant as she turned back towards the water

"He's…he's!" she tried to get out before letting out a scream sending the birds in the trees to scatter

"He's what?" asked a voice from behind her

Gwen jumped at the voice as she turned towards the intruder; finding out it was just Ben she relaxed

"He's nothing Ben, you wouldn't understand" she said crossing her arms and turning away from him

Ben frowned as he approached Gwen placing a gentle hand on his shoulder "I know you're mad at him for saying those things, but don't forget that's not the way he really feel's" stated Ben

Gwen dropped her arms to her side as she turned to face Ben as she sighed in defeat "I know it's just that…" she started

"You trusted him" Ben finished as Gwen stared him hard in the eyes

"How did you-?" she questioned

"Grandpa" he stated simply shrugging his shoulders, Gwen nodded in return understanding as she turned back towards the pond

Ben sighed "I know how you feel, I mean Kevin was…is like a brother to me" said Ben gesturing to himself

"And…It's hard to except that he's gone, but it doesn't mean he's not coming back" said Ben gently

Gwen gave a small smile as she turned back to Ben "I know that Kevin's like a brother to you, but to me-" she stopped short looking towards the ground

She sighed "Kevin's…Kevin's…" she couldn't finish

Ben gave a soft smile "I know how important Kevin is to you" he started

"But I also know that there's something between the two of you that not me or even Grandpa for that matter will ever have between you guys" he continued as Gwen stared at him in astonishment

"You guys are still young and not only are you trying to discover yourself, you're trying to discover and figure out each other, because you guys have a weird special bond" he finished waving his hands in dramatization

Gwen's face began to turn red as she looked away "I know Kevin and I have a special bond, and you're right, we're still young and trying to figure out so much at once, I guess we're both just overwhelmed" she smiled

Ben smiled in return as he placed a hand on her shoulder and began to lead her back to the Rust Bucket "I'm glad you're feeling better, but Grandpa asked me to come out here and get you because he has a surprise for you" he grinned

Gwen's eyes got wider "A surprise really?"

"Yeah we're going to a magic convention" he continued to smile

Gwen's eyes lit up "Really?" "That's awesome, maybe I'll be able to find some kind of book or maybe even someone who can help with my magic training!" she said happily

"Maybe, we'll have to see" Ben smirked as they continued to walk back to the R.V

Gwen stopped for a moment "By the way Ben, how come you knew all that stuff about Kevin would cheer me up?" she gave a questioning look

Ben quickly began to look around as he places a hand behind his head "He he, you know I'm just a…really sensitive guy" he smiled

Gwen crossed her arms "Uh-huh" she said while raising an eyebrow at Ben

"Uh, come on Gwen we're going to be late!" he said braking the tension and dragging her back to the Rust Bucket.

**Sorry it was short but I just really wanted to get something posted, this chapter took me awhile to write because I didn't really know how to branch it off next, but now that I have this chapter done, I know have a premises for the next chapter! Sorry if it feels like Gwen cries too much in this chapter but I really wanted everyone to see that she has quite a bit of built up anger and sadness and just needed to get it out.**

**Thanks again for reading!**

**Please Review! And please no flames! They will be deleted!**


	15. Tough Luck

**You guys are awesome! Thanks soooo much for reading and reviewing I really appreciate it! So this chapter is based off of the episode Tough Luck, where we see the return of a certain someone! Hope you guys enjoy it!**

**Disclaimer: I DO NOT OWN BEN TEN!**

The lights emitting from the telephone poles flashed by quickly as the Rust Bucket made its way through the vast city of Las Vegas.

Everything was lit up in bright neon colors, as lights flickered on and off from casino signs.

"I'm so excited, I can't wait to see this convention!" shouted Gwen eagerly as she gazed out the window in amazement

Max laughed "I'm glad you're excited dear, I know how interested you are in magic" he smiled looking back at her through the rear view mirror

Ben was mesmerized by the lights in the window as his eyes began to drift shut, he let out a yawn

Max looked over to the tired boy, "Well I think we'll have to wait till tomorrow Gwen to really get a look at the convention, it's been a long day and I think we all need our sleep" he mused

Gwen sighed "You're right Grandpa…But first thing tomorrow we're heading to that convention!" she said excitedly pumping her fist up in the air

Max chuckled "We will don't worry" he said while pulling into a motel's parking lot, parking the Rust Bucket where they all soon fell asleep

As soon as the sun hit Gwen's eyes she shot awake grinning to herself

"Finally its morning!" she said happily getting out of her bunk to get ready for the day

The alarm clock sitting next to Max's head went off, he hit it on the fourth buzz, he slowly got up his bones cracking as he did so

He let out a long yawn as he looked over to Gwen who was just coming out of the bathroom and ran over to him

"Alright Grandpa let's go!" she exclaimed excitedly while pulling on his wrist

Max chuckled "How about some breakfast first?" he suggested

"That might just get Ben up" he nodded towards the still sleeping boy

Gwen turned her heads towards him and smiled "Okay Grandpa…but do you mind if I get him up?" she said with a mischievous look in her eye

Grandpa grinned at her while he headed towards the door of the Rust Bucket "Sure Gwen, I'll go get the food ready"

Gwen continued to smile after him until he shut the door where she turned back towards Ben grinning evilly

She approached the bathroom and pulled out a small bucket from beneath the cupboard underneath the sink, she began to fill it with freezing cold water

She smiled at her plan as the bucket began to fill; once it was half way full she turned off the water and slowly approached Ben's bed

"Ben" she whispered, he didn't move "Ben it's time to wake up" she said in a sing song voice

Ben just mumbled and rolled over pulling his sheet and pillow over his head, this is just what Gwen was expecting

"If you're not going to listen, then I guess I have no choice" she grinned as she brought the bucket back and threw it onto Ben's body

As soon as the freezing water hit his body, he rocketed forward, "Eeeowww!" he shouted in surprise as his night shirt began to stick to his body

Gwen dropped down from the bunk and fell onto the floor laughing and pointing at Ben's soaked body "Ha ha, I knew that would work!" she said between gaps of laughter

Ben looked over at her as drops of water dripped from his hair and into his face he sighed "Very funny Gwen"

"I thought it was" Gwen grinned as she controlled her laughter and stood up from the floor

"Come on Ben, Grandpa's making breakfast and then we're heading over to the convention" she exclaimed as she approached the door

Ben crossed his arm's, "And what am I going to do about this?" he asked gesturing to himself

Gwen grinned "Well, at least you don't need a shower now" she said as she walked outside, Ben glaring after her

Gwen stepped outside and began to approach her Grandpa she smelled the air "Mmm, something smells good Grandpa!" she remarked sitting down at the picnic table

Max grinned as he pulled a frying pan off the outdoor stove "That's good, just made some homemade pancakes for you, kids" he said while placing a pancake in front of Gwen

She stared at it for a moment, "Just a plain old pancake right?" she asked

Max began to laugh "Yes Gwen, there are no insects or any parts of a chicken in that pancake"

Gwen nodded as she lathered the pancake syrup and dug in sighing in delight

They heard the door to the Rust Bucket open where a frowning Ben appeared, Gwen covered her face to smother a laugh

Max looked incredulously over at Ben "Why are you all wet?" he questioned

Ben continued to frown as he approached the table "Oh, I don't know, why don't you ask your granddaughter here!" he said while pointing at Gwen

Max only laughed, "You'll dry before we get to the convention" he stated simply while laughing along with Gwen

Ben rolled his eyes as he decided to dig into his food as well

Once breakfast was finished, the three of them headed into the Rust Bucket taking off towards the convention

Ben looked over to Gwen who was frowning out the window, he sighed at the sight knowing just what she was thinking about "Kevin"

He decided to go to the front of the Rust Bucket sitting in the passenger's seat next to his Grandpa

Max turned his head towards Ben lifting an eyebrow "What's up Ben?"

Ben sighed as he looked at his Grandpa whispering slightly "Gwen's really upset about Kevin"

Max sighed as well "I know, she's really torn up about it, a part of her feels like it was her fault while another part is mad at him for leaving, and the last part is how she really cares about Kevin"

Ben nodded listening to his words "Hopefully this convention will help her"

Max nodded in return "Me too Ben, hopefully it will take her mind off the whole ordeal"

"Yeah" Ben finished watching the buildings fly by him

After driving for about an hour they pulled into the convention center, the second Max threw the Rust Bucket in park; Gwen flew out of the vehicle a grin plastering her face

"Come on you two!" she yelled after the two guys who were walking out of the Rust Bucket

Max laughed "don't worry Gwen, the conventions not going anywhere"

Gwen only rolled her eyes as she continued into the building Max and Ben following

But as soon as they entered the building Gwen stopped short, looking around she spotted a man performing a simple act of connecting and disconnecting rings, while another nearby table showed three boys dressed humorously in goofy dungeon and dragon outfits playing a card game

Gwen huffed "This is nothing but a show of cheap magic trips and gag gifts"

Max frowned "I'm sorry Gwen; I thought you would enjoy this place"

She turned to face her Grandpa and sighed "No, its okay Grandpa might as well look around"

"Look at all these cool gag gifts, fake bugs in ice cubes, fake barf, man they have everything!" Ben shouted from a bin pulling out various items

Gwen rolled her eyes at his immaturity and decided to walk around for awhile

After passing tables filled with cheesy magic tricks, a stand that had caught her eye

She approached the stand called "Magical Jewels" where a lady wearing a gypsy like outfit sat reading a magazine

The items sparkled in the light, Gwen was memorized by the items, she looked up at the lady "I don't suppose you have any _real _magical artifacts?" she questioned with hope

The lady looked up from her magazine "What you see is what you get" she said dryly

Gwen frowned at her words and continued to scan over the jewels, her eyes landing on a cufflink that was a deep blue and yellow color, but what surprised her most was what was embedded on the cufflink, a small jewel that was a dark crimson color

She smiled at the artifact and placed it around her wrist "I'll take it" she stated happily

"Find something you like?" questioned Max as he approached Gwen

She smiled up at him "Yeah, it kind of reminds me of-"but before she could finish an eruption of screaming filled the area

Rushing outside the three of them found a group of startled people watching a helicopter spin out of control while a man hanged from a rope screaming for help

"I don't think that's part of the act" said Max watching the man fly about

Gwen and Max then turned their heads to look at Ben who sighed "I know I know hero time" he stated while going into a nearby alley way transforming into Stinkfly

Quickly Stinkfly flew towards the helicopter and grabbed it as he started to bring it towards safety "Everything's under control" he stated in a nasally voice down towards the man hanging from the rope

Suddenly the blade from the helicopter flew off from the helicopter towards the crowd of people "Or not!" Stinkfly shouted watching the blade shoot towards the people

Gwen noticed the blade quickly approach Max, she took off into a run "Grandpa look out!" she shouted while jumping over a nearby car and pushing him out of the way

They got off of the ground "Gwen…how did you do that?" questioned Max bewildered

Gwen looked down to her bracelet and smiled "Just lucky I guess" she said while running off towards the Rust Bucket where she withdrew an old box and dawned her Lucky Girl outfit

Just as she got out of the Rust Bucket she saw the man who was tied to the rope plummet to the ground, she jumped and flipped over cars while leaping into the air and grabbing onto the man, where they landed onto a nearby awning

Stinkfly landed near Gwen "Lucky girl?" he asked before a roar of applause was heard across the street "How'd you get your powers back?" he questioned

Gwen only smiled as she looked at her bracelet that gleamed in the sunlight

After the endearing applause from the crowd, the group returned to the Rust Bucket where Gwen immediately got onto her laptop

Pulling up a picture from the internet, a jewel adorned just like the one on Gwen's bracelet appeared on the screen

Holding her wrist up to the screen Gwen compared the pictures "It looks like a charm of Bezel" she stated

Ben gave her a puzzling look "But you destroyed all of them back at the cemetery where you fought that Hex guy" said Ben

Gwen looked back to when she smashed the charms "Well…I thought I did but, this is the legendary keystone, it's said that it can increase the power of the possessor by ten times their original power" she said while holding up the bracelet

"Sounds like a fact, not fiction to me" said Max approaching the two

Ben smiled over at Gwen "You are so lucky"

Gwen grinned "It's not luck, its magic"

Ben laughed at her reel, "Ha, yeah right"

"You never know!" shouted Gwen

"Easy you two, let's forget about this for now and head back to the magic show" Max stated

Gwen and Ben nodded their heads as they headed outside the Rust Bucket and back to the convention

After witnessing mind dulling tricks from smoke and mirror magicians Gwen sighed in reform as the next magician appeared on stage

The man was called the Amazing Allen, Gwen paid no attention to him, but did become interested when Ben was suddenly picked to come and aid him in one of his acts

Gwen watched as Ben got into a large blue box on stage, the Amazing Allen locked the box and began waving his arms and shouted "Abracadabra!"

The box began to move when suddenly it started to glow and Wild Mutt sprung from the now destroyed box, the magician yelled in fear as the crowd cheered in amazement, Gwen just rolled her eyes as she looked up to her Grandpa

Suddenly from the sky roof above a red smoke poured into the room where it manifested on stage into none other than Hex along with a mysterious girl

"Give me the Keystone of Bezel!" he shouted pointing his staff out towards the audience where they fled in terror

Suddenly wild eruptions where exploding all around the crowd of people who were trying desperately to escape

Gwen smiled "It looks like it's time for Lucky Girl" she said as she ran off to change into her outfit

Once she was done, she jumped onto the stage "You forgot to say please" she joked as Hex turned his head towards her

His eyes widened as they landed on Gwen's wrist "The keystone…and Lucky Girl" he mused

Suddenly he was attacked by Wild Mutt who tackled him to the ground, but was quickly blasted away by the cloaked female

Gwen tried to approach her but was blasted away by a reign of large silver rings

As she got up off the floor she noticed the girl had her head turned, leaping into the air Gwen knocked her head with the side of her leg

"Since you're paling around with Hex, you're no friend of mine" Gwen seethed towards the girl

She was quickly grabbed by Hex "There are two kinds of luck child let me show you the bad kind" he wheezed

Gwen grinned up at him "Guess what I'm not just lucky anymore, I am totally kick but!" she shouted as she flipped Hex over her shoulder

Hex got up from the ground and pointed his staff into her face "Even with the power of the Keystone, you're no match for a master magician now gi-!" but before he could say anything else a large stereo fell from above where Hex merely dodged out of its way

"Finders keepers" recited Gwen

"And losers weepers" finished a voice from behind Gwen, she turned towards the voice who ended up being the mysterious girl that had come with Hex, she opened her satchel from her side and threw two pieces of what looked like to Gwen pieces of dirt

Gwen raised an eyebrow at the mysterious girl "Is that all you've got?"

The girl grinned at Gwen as the pieces of stone began to glow purple and grow into what looked like mud creatures

Gwen gritted her teeth as she began to punch away at the creatures, when finally she grabbed onto one and swung it into the other one, where when they collided they erupted into thousands of pieces

Hex was furious "Enough!" he shouted as he blasted a wave of air at Max and Gwen sending them through a nearby wall only to find them outside in the midst's of a large hedge maze

They got up from the ground "Where's Ben?" questioned Max, but before Gwen could answer, three pieces of dirt rolled their way up to their feet, Max and Gwen took off into a run

As they went past different corners, Gwen looked back to find the mud creatures still chasing the, finally finding a corner to hide behind they momentarily lost the creatures

Gwen and Max split up looking for a way out, Gwen running through the maze hitting dead end after dead end, she finally decided to slow her pace as she carefully looked around when she heard a rustling behind her

She grinned at her discovery "Alright Hex time for a surprise party" she said as she leapt up into the air and over the hedge where she surprisingly took out the girl that was with Hex

Gwen quickly picked up the girls bag that was dislodged from the girl "Not so tough without your bag of tricks" she grinned holding up to the girl and suddenly raising an eyebrow towards her

"Who are you anyway?" she questioned

The girl began to stutter "I…I…I didn't mean to hurt anybody, it was my uncle's idea I swear" she stated holding her hand up in defense

Gwen continued to stare at her "Why should we believe you?" she questioned

"My name's Charmcaster" the girl started pointing to herself "I'm Hex's niece, you know what he's like he doesn't take no for an answer" she finished

"I can help you, he's after the keystone in your bracelet" she defended approaching Gwen

"Duh, he's going to use it to maximize his power" said Gwen blandly

"That's not all" started Charmcaster "If he gets the Keystone, he can re-create all the other charms that you destroyed"

Gwen looked at her in surprise, but couldn't retort due to an eerie voice that suddenly surrounded them "Making new friends Charmcaster"

Hex appeared through the hedges as he raised a hand over his head; Gwen looked up to find Max and Ben hovering in midair

"Give me the Keystone, or watch them suffer the consequences" he threatened

Gwen glared angrily at Hex "I won't let you do this uncle!" came Charmcaster's voice from next to Gwen

She grabbed onto the bag in which Gwen held onto and released a barrage of bats that angrily attacked Hex

"Charmcaster, how dare you betray me!" shouted Hex as he began to be lifted away by the bats who dropped him into a nearby pool

Gwen turned towards Charmcaster and smiled "I guess you are legit, now let's go finish the job before Hex can dry off"

Charmcaster frowned "My uncle's going to be really upset"

"Okay well stay with our Grandpa then, Ben and I will finish him off" suggested Gwen

Charmcaster grinned as she engulfed Gwen into a hug "Oh thank you, I will never forget this!" she said as she released Gwen

Ben and Gwen quickly made their way over to the pool, where they found Hex hovering over a fountain of water

Gwen made an attempt to jump towards Hex put quickly fell to the ground, he picked her up by her wrist "Give me the Keysto-" but stopped short as he grinned letting go of Gwen

"We'll see each other soon and finish our business then" Hex said as he disappeared in a puff of red smoke

Gwen looked down at her wrist and took in a shocked breathe "The Keystone, it's gone!" she revealed she gripped her hand into a fist "Charmcaster" she breathed angrily

Ben and Gwen quickly made their way back to find Max where they brought him to the Rust Bucket as he explained that Charmcaster attacked him

Gwen filled with anger "We need to find them" she stated

"Charmcaster said the ritual would be performed at the highest peak" said Max

"And the highest point around here is-" Gwen said as she turned towards a large skyscraper that was pointed at the top

"There" she finished looking at the building

They all jumped into the Rust Bucket and made their way over towards the building

When they arrived to the building massive swarms of people were running from the building screaming

Looking inside the building Gwen saw the elevator being blocked "Elevators out" she stated

"But that window washers platform is" said Max pointing towards the hanging platform

Ben looked down at his watch that was still red but then grinned "You guys go, I have my own way of transportation" he said while running off to the back of the Rust Bucket

Gwen and Max rode the platform up the building where their sights were greeted with Hex performing the ritual

Max suddenly had an idea, "Gwen get on my shoulders" he said while bending down

Gwen looked questioningly at her Grandpa but then smiled as she got his idea jumping onto his shoulders

"Did you really think you could ditch me that easily?" questioned Gwen as she looked over at Hex and Charmcaster

"Now give me back the Keystone or face the wrath of Lucky Girl!" she shouted towards them

Charmcaster only harrumphed "This is totally bogus, she can't have any powers, it's some kind of stupid trick!" she explained to her uncle who pointed out a hand towards Gwen and lifted her into the air exposing her lie

"Your, stupid little stunt bought you nothing" said Hex as he pointed his staff towards Gwen who grinned at him

"You should know better than anyone that magic is all about misdirection"

Suddenly Hex was hit in the head by Ben who came from behind on his hover board

While Ben wasn't paying attention Hex jumped onto his board and they began to fight, while Gwen angrily approached Charmcaster

"Hey Charmcaster hear any good stories lately?" she taunted, but instead Gwen and Max were blasted away due to some magical rocks form Charmcaster's bag, while they landed onto a rollercoaster in which Charmcaster started and to make things worse she blasted away a part of the track

"We're not going to make it!" shouted Gwen as they quickly approached the broken track as they shot over the edge

Suddenly Wildvine came forward and grabbed onto the descending rollercoaster

"Better late than never!" shouted Gwen in relief as Wildvine pulled them to safety

As they got back to the top of the building the scene before them was shocking

Hex was off to the side out cold while Charmcaster stood tall with her arms wide open to the energy emitting from the ritual

"Party's over Charmcaster!" shouted Gwen from behind her as she picked up Hex's discarded staff

Charmcaster laughed at Gwen "That staff only works in the hands of a master magician" she gloated

But suddenly a yellow light emitted from the staff blasting Charmcaster off her feet

"Okay how come that worked?" asked Gwen as she stared bemusedly at the staff

When suddenly the re-generating charms of Bezel began to glow Wildvine shot out his arms and quickly destroyed them taking the power away from Hex's staff and Hex as well

As the energy began to dissipate an object fell from the sky landing at Gwen's feet

Picking it up she smiled "It's the charm from the Keystone" she said looking at the charm as she placed it back into the Keystone

Giving it a shake she frowned "Looks like the magic's gone, and Lucky Girl with it" she stated sadly

"Don't worry Gwen, you didn't need the Keystone to be strong" said Ben placing a hand on her shoulder

Gwen gave a small smile as she looked towards the ground "Yeah but, I was hoping to be able to use it to help Kev-" but she stopped short at the mention of his name

Ben and Max exchanged a look "Gwen, sweetie, are you going to be okay?" asked Max

Gwen nodded "Yeah, I guess" she said while picking her head up and looking over towards Charmcaster who was out cold

Gwen began to approach her when she saw something small near Charmcaster's sleeping form

"What's this?" she questioned as she picked it up

It was a small leather bound book, in each corner of the cover a small white jewel lied, while the front of the book was covered in yellow lines

Gwen opened the book and flipped through the pages, her eyes lighted up in amazement "This…this is an actual spell book!" she said excitedly as her eyes darted across the page taking in all the spells

"Really?" questioned Ben as he looked over her shoulder

"Yes really!" "It's filled with thousands of spells, and it gives actual descriptions of how they're supposed to be cast, this is so great, I can finally become stronger and-!" she stopped looking up at Ben and Max as she smiled warmly at them

"And finally help Kevin" she whispered turning back to the small book that had just awakened her to a whole new level

**WOW, that took me way too long to update**, **I'm so sorry guys, I've been extremely busy with a million other things and I finally got a spare moment to sit down, watch the episode and type it out. I must say this isn't one of my favorite chapters, it's pretty much a re-make of the episode for since Kevin isn't with them right now it's not too different from the episode, but I just wanted to get it done so that the next one will lead to the return of…well you probably know who it is **** But anyways this chapter was mainly for Gwen to get the spell book from Charmcaster in which yes I know didn't get it from this exact episode but oh, well it is an alternate time line don't forget.**

**Once again thanks for reading, next chapter up soon!**

**Please Review! No Flames they will be deleted!**


	16. The Last Encounter

**Hey guys, so after much thinking I believe that this is the last chapter in If He Chose To Stay! But don't worry there will be a sequel! So I realize there were a few mistakes here and there throughout the story, but this is my first story that really took off, so with the next one I will make sure to really pay attention to mistakes. The really big mistake was with the Electrical inducer watch Max gave Kevin at the beginning of the story, and to let everyone know I totally forgot about it, my bad. For now I'm not really sure what to say but if I were to go back and correct my mistake it would be in the chapter where Vilgax had used Kevin to absorb the power of the Omnitrix. But for now I just really want to get on with the story, so once again thanks so much for reading and I hope you enjoy the ending and will read the soon to be sequel!**

The summer continued to drag on, and soon there were only two weeks left to the unbelievable summer

Gwen was standing outside watching the sun set in the distance where the once blue sky began to bleed a deep red as the sun continued to fade away. She thought back to everything that had happened throughout this unforgettable summer, and now it all came down to this

It had been a few weeks since Gwen had discovered Charmcaster's book, and from the moment she picked it up, she couldn't put it down

The book was filled with thousands of spells, each one giving small descriptions of how it should be casted

The morning after the event with Hex, Gwen awoke to the still rising sun, where she made her way outside to practice the new spells

After practicing without end for weeks Gwen had finally began to master the art of spell work, she already had a hand full of new spells that she knew would be able to help Kevin

Kevin, she thought to herself as she watched the sky darken, as little white stars peaked their way into the deep blue sky, he was all she seemed to think about, she missed his company and just him being there with them

Now the only time she saw him was on the news, which seemed to be almost every day, since the accident Kevin had been rampaging throughout the states taking down anyone or anything in his way

From robbing banks to stores, Kevin had mastered it all and Gwen could only think about how long this would last for before he went to the extreme

But just like Gwen and Ben had been practicing their skills and powers, Max was at constant work on a certain device that he had explained to the two would revert Kevin back to normal

"It's an electrical power absorber" he explained to the two, "It will hopefully take out all of the powerful energy he absorbed from the omnitrix" Max explained as he continued to work on the device

The device resembled a large blasting gun; it had a large glass tube on the back of it, while multiple wires ran out of the device and into a large generator that sat next to it

"Grandpa, how are we supposed to lift this thing it's huge!" Gwen stated holding her arms out

Max looked from the device to her "It's not meant to be lifted" he started "This generator has to be connected to the gun in order to be used"

Gwen nodded as she continued to listen "You see when it becomes charged a laser will be blasted at Kevin where through this glass tube, all the energy he absorbed from the omnitrix will go and be collected and sent to the generator where the excess power will store" he explained

Gwen looked over the massive device and frowned "Will this really work Grandpa?" she questioned sadly

Max gave her a small smile "I hope it Gwen, trust me I know my Plumber's equipment" he joked

Gwen laughed "Thanks Grandpa" she smiled as she walked away

Now Gwen stood still looking at the night sky "Don't worry Kevin we'll get you home" she whispered quietly

Ben and Gwen got up early the next morning, for they knew the time approaching when they would have to face Kevin and they needed all the practice they could get

"You ready Gwen?" asked Ben who dialed his watch and was ready to transform

Gwen pulled out her new magic book as she released her breathe "Ready" she smiled

Ben grinned as he raised his right hand and smashed it down onto the omnitrix, at the flash of the familiar green light Ben reappeared as Upchuck, another new alien form he recently acquired

Gwen closed her eyes as she concentrated on her powers "Kimoo Chan!" she yelled sticking up both her hands as they began to glow yellow, when suddenly large blasts began to emit from her hands

Upchuck quickly dodged the blasts "He he, got to be quicker than tha-omph!" Upchuck tried to tease Gwen before he was blasted back into a tree

Gwen smiled triumphantly "What was that Ben?" she smiled holding her hand up to her ear

Upchuck slowly got up from the ground rubbing the back of his head "Ugh, that hurt" he moaned

Gwen laughed as she readied herself for another spell "Interdamotor Elaborator" Gwen shouted as a large energy blast left her hand

Upchuck readied himself as he opened his mouth and swallowed the blast, he gave a small burp as smoke emitted from his mouth "That was hot" he wheezed as he fanned his mouth

As his mouth cooled Upchuck bent his head backwards and began to shoot a rapid fire of green blasts from his mouth

Gwen was ready for this as she lifted her hands into the air and shouted "Twista Combetitus!" suddenly a large blue cobra made from energy spiraled out of the ground in front of Gwen blocking her from the blasts

Upchuck stopped his barrage as he ran out of substance to spit up he looked towards a nearby tree and opened his mouth as four vines shot out and engulfed the tree, he then swallowed it in one gulp as his belly began to glow green

"Better be ready for this one Gwen!" he shouted as he reared his head back ready to let out another barrage of blasts when they were interrupted by Max running over to them

"Guys you've got to come see this!" he panted out of breathe

Gwen looked over to Upchuck who raised an eyebrow at her as they both looked back to Max

"Come on!" he shouted as he ran towards the R.V

Upchuck and Gwen stood in place no more when they decided to take off after their Grandpa

As they were running back the omnitrix began to wail and in a flash of red Ben returned to normal "What do you thinks going on with Grandpa?" asked Ben as they approached the Rust Bucket

"I don't know" Gwen breathed "But it doesn't sound too good" she said worriedly as she climbed the steps into the vehicle where they found Max looking at the flashing T.V screen

"Look at this" Max said pointing to the television

Gwen and Ben approached as they watched the screen

_On the television:_

_News reporter: "Today tragedy struck when an unknown creature attacked a rail way here in New York" she started _

"_A subway train on the tracks was approaching the city when a large creature de-railed the train"_

At this moment a picture of the creature the news lady had been talking about was shown on the screen Gwen gasped at the picture when she saw it was Kevin

"_It is known that after the train was de-railed it made its way to the back of the train where it stole over $30,000 dollars"_

"_There were about ten passengers on the train, thankfully there were no casualties, but seven of the passengers were sent to the hospital with severe conditions"_

"_Police do not know where this creature left to, but if he is seen do not approach, and report to the authorities"_

At this the news ended and went to a commercial, Ben and Gwen stared at the T.V in shock, Gwen looked down as tears began to fill her eyes, "This has got to stop" she whispered

Ben nodded "He's hurting innocent people, friend or not he's going down!"

Gwen whipped her head towards him "How could you say that, this is not his fault!" she rounded on him

Ben frowned at her "But Gwen if we don't stop him he'll only do more damage and hurt more innocent people!" he argued

"Don't you think I know that?" she started "Why do you think we've done all this training?" "We're not going to hurt him, we have to drain that power from him" she finished as she turned towards her grandpa

"Is the power absorber ready yet?" she questioned hopefully

Max sighed "Almost, it just needs a few more tweaks"

Gwen nodded "Okay that's good, I think we need to make our way to New York, find Kevin and blast him with the power absorber" she stated

Max chuckled as he headed to the front of the Rust Bucket where he started the engine "Way ahead of you Gwen" he smiled

They had traveled throughout the day trying to quickly reach New York City, at about 11 o'clock Max pulled the Rust Bucket into a pullover station where he cut the engine

Max got up from the driver's seat and stretched, "Alright kids, we're about six hours away from New York City, tomorrow morning I'll put the finishing touches on the blaster and we'll head out right after

Ben and Gwen nodded tiredly as they approached their beds, where they quickly fell asleep.

Gwen awoke the next morning to a pattern of hard metal hitting against hard metal, she slowly rose from her bed still groggy with sleep as she rubbed her eyes

She continued to listen to the banging when she noticed her Grandpa wasn't in the Rust Bucket, she threw off her covers and decided to go outside

Once she was outside she looked around and found her Grandpa near the back of the R.V tinkering away on the blasting gun

She yawed as she approached him, when Max heard her he stopped what he was doing and turned to face her smiling sheepishly "Sorry if I woke you, but it needed to get done"

Gwen smiled "It's okay Grandpa, it's not your fault"

He smiled as he turned back towards his work "It's just about done" he started as he fixed a few loose bolts, "There, I think that might do it" he said while standing up admiring his work

"It's going to work right?" Gwen questioned for the nth time

Max turned towards her and sighed "Gwen I promise you that this will work" he said as he put an arm around her shoulder

Gwen sighed "I know Grandpa, I'm sorry it's just that…I'm worried"

Max gave her a small squeeze "I know you are, but don't forget Kevin's still in there somewhere, we just have to pull it out"

She nodded at the response as he lead her back towards the Rust Bucket "I'm going to put the blaster away and as soon as I'm done we'll hit the road"

Gwen smiled as she headed inside to wake Ben

She approached his bed and began to shake him "Come on Ben wake up we're going to get moving in a little bit"

Ben began to moan as he turned towards her "Five more minutes" he mumbled

Gwen huffed as she started shaking him harder "Come on dweeb wake up!" she shouted into his ear

He began to grumble as he sat up and rubbed his eyes "Fine I'm awake happy now" he said through a long yawn

Gwen grinned in triumph "Yes, yes I am"

Ben rolled his eyes at her as he sat on his bunk, when the door to the Rust Bucket opened revealing their Grandpa

"Okay kids the blaster's put away, now we're ready to hit the road" he said while turning the engine on

"Ugh another six hours of driving is going to be torture" Ben moaned

It was Gwen's turn to roll her eyes "Get over Ben, we'll be there in no time" she stated as she sat at the kitchen table

Ben followed as he sat across from her, after a moment of silence he sighed "So, you excited to see Kevin?" Ben questioned

Gwen gave him and incredulous look "Really, that's all you could up with?"

He shrugged as he got up from the table to get something to eat "I don't know I'm not usually good with these kinds of things" Ben mumbled as his back was turned from her

Gwen let out a breathe before she answered "Yeah, I kind of am" she whispered looking out the window

Ben stopped pouring his cereal and turned to look at her "Look I'm sorry if I upset you" he started only to stop when Gwen began to shake her head

"Don't worry about it Ben, before you know it, Kevin will be back" she said sadly still looking out the window

Ben sighed as he turned back to cereal where he added milk, he was about to return to the table when he decided against it and poured out another bowl

He picked up both bowls and continued towards the table where he placed one in front of Gwen who turned towards him

She gave him a questioning look "You need your strength if we're going to be fighting Kevin today" shrugged Ben as he attacked his cereal

Gwen slowly smiled as she began to dig in herself "Thanks Ben"

Ben continued to look at his bowl as he uttered a "No problem"

After six anxious hours they had finally arrived back to New York City, Ben and Gwen looked around the large city, knowing that hiding somewhere was the one person they were looking for

At the front of the Rust Bucket Max flipped a switch in which made a large blue map of New York City appear in front window

Two dots also appeared on the screen, one red and the other green, Gwen and Ben approached from behind

"Grandpa what are these dots?" questioned Ben pointing at the map

"The green one is the Rust Bucket, while the red one's-" Max started but was interrupted

"Kevin" said Gwen, Max nodded

"We're not too far away from him, all we need to do is set up a spot away from a lot of wandering eyes, and I'll set up the blaster while you two lead him here"

Ben and Gwen nodded at his directions "We'll get him here Grandpa" said Gwen

After many twists and turns Max decided to park the Rust Bucket in a deserted parking away from prying eyes

Once they were parked they exited the vehicle where Max immediately went to the back of the R.V "Okay kids I'll start getting set up, you two take this device and find Kevin" he instructed them as he threw Ben a tracking device just like the one they had seen on the screen

Ben looked at Gwen "You ready?"

Gwen took in a deep breath "Yeah, I'm ready" she whispered as she closed her eyes and focused on her next task, once she readied herself she opened her eyes and gave Ben a hard stare as they both nodded and ran off in search of Kevin

After about an hour of searching and following the quickly moving red dot they had finally traced him back to the same sub way where they had first met Kevin

Both Ben and Gwen could feel their hearts racing as they knew that this was the moment where all the hard training would come and pay off

Ben entered the subway first Gwen following close behind, the subway gave off an eerie feeling as the darkness slowly surrounded them

Their footsteps echoed as they continued to walk on "How much farther?" Gwen questioned

Ben looked at tracking device and stopped "He's here" he stated

They looked around the dark area as they squinted their eyes trying to decipher objects hidden in the dark

Suddenly Gwen grabbed Ben's shoulder "Do you hear that?" she whispered into his ear

Ben closed his eyes and focused on the noise around him, suddenly he heard it, it sounded like breathing, rough breathing coming from something in front of them

"You shouldn't have come here" a voice spoke through the darkness

Ben and Gwen immediately tensed at the voice "K-Kevin?" Gwen stuttered

A growl echoed through the dark tunnels as footsteps began to approach them

"Why did you come?" Kevin growled as he made his appearance into the little light that was in the tunnels

Gwen gasped at Kevin's sudden appearance, through the dark she could see that he was still in his mutated form but only worse

Small scars were bristled about his body as it was caked with dark patches of dirt, while his face formed a never ending frown

"Kevin" she whispered as she tried to approach him, but the second she took a step forward he began to retreat back

"No stay back" he growled

"We just want to help you Kevin, we think we have a way to help you" Gwen coaxed

Kevin stopped and stared at her "Really?" he asked in hopefulness

Gwen smiled up at him "Trust us Kevin" she said while approaching him with her arm outstretched

Kevin's face lightened as he started to stretch one of his deformed hands out towards hers when he stopped an inch a way from hers as the walls around them began to shake

All three of them looked around panicking at what was happening when suddenly a large blast, blasted away a side of the wall around them

"Freeze mutant!" a voice said from beyond the wall

Kevin turned to face Gwen and Ben he sneered at them "YOU!" he shouted "YOU DID THIS YOU BROUGHT THEM HERE!" he shouted in furry pointing his finger at the two of them

Ben and Gwen stood mouths agape towards him "N…n…no Kevin you've got it all wrong" Gwen pleaded as she raised her hands in defense

Kevin let out a deep roar "You're going to pay!" he shouted as he began to approach them lifting an arm above his head ready to swing down but was quickly stopped by a large red hand

"Don't you DARE lay a finger on her!" shouted Four Arms who had suddenly appeared

Kevin snarled into his face as they fought each other off, but they were interrupted by a furry of lasers coming from the hole in the wall

"We've got you know freak, you will terrorize our city no longer!" a voice shouted through the megaphone

Gwen thought quickly at she summoned her power "Benates Egates Exites!" she shouted as a large tornado quickly picked up inside the tunnel pushing her, Kevin and Ben away from the men who were blasted back out of the hole

The three of them fell to the floor with an "oomph" as Gwen began to start her next spell "Camaflet Vaporis" Gwen shouted as a thick fog began to fill the tunnel way

"There that should buy us some time" said Gwen as she turned to find Kevin and Ben fighting each other

"We're just trying to help you!" Ben grunted as he locked arms with Kevin

"I don't need your help, look at what you've done to me already!" yelled Kevin pushing Ben away

"Kevin that was none of our faults, that was all Vilgax" defended Ben, but Kevin would have none of it as he blasted fire out from his arm

The fire knocked Ben to the ground "Ugh" Ben groaned as he tried to stand from the floor rubbing his head, but before he could even stand he was knocked back into a wall as Kevin tackled him

Gwen gasped "Kevin, please!" she begged as she watched Ben being beaten up against the wall

But Kevin just blocked her out as he began to wail away on Ben

Frustrated Gwen did the only thing she could do "Terra Tremo Eradico" Gwen shouted towards a nearby structure that began to crumble, the pieces of rubble began to glow a faint blue as they shot towards Kevin and began to beat onto his back

Kevin roared in pain as he stopped his attack on Ben

"You'll pay for that one Gwen!" Kevin shouted as he raised his hands to block the oncoming rubble

With this distraction Four Arms was able to pick up a piece of an old metal rail way

"Hey Kevin" he taunted

Kevin turned his head towards him "What?" he shouted angrily

"Batters up!" Ben shouted as he brought the rail back and smashed Kevin with it who was shot through a nearby cement wall leading them to sunlight

Ben and Gwen ran after him as he began to rise from the rubble around him

Kevin growled in rage "That does it you two are done for!" he said as he angrily approached him

Gwen looked over to Ben "Okay we've got him outside now all we have to do is lead him back to Grandpa" she instructed as they turned to run Kevin following close behind

They ran straight for awhile finally meeting a corner where they turned, but they were met by a large crowd of policemen

They screeched to a halt as they looked at each other "Uh-oh" they both muttered as they turned to run back from where they came only to be met by an angry looking Kevin

"Now you have nowhere to run" Kevin grinned as he approached them

"Look there he is!" a voice shouted behind Ben and Gwen who turned their heads towards the owner of the voice

Kevin growled in annoyance "Now look what you did" he said while pointing towards the police who began to aim their lasers at Kevin and Ben

"Little girl don't worry we'll have you out of there and away from those monsters in no time" one of the policemen shouted

Gwen rolled her eyes in annoyance, "Humph, I'll deal with you two later" stated Kevin as he began to fly away, the policemen began to aim their guns at after Kevin

Gwen turned towards Ben "We have to go after him" she said eagerly

"Right while there distracted, hold on" said Ben as he grabbed onto Gwen and began to leap from wall to wall scaling the buildings

Once they reached the top of one of the buildings Ben set Gwen down

"Where did he go?" questioned Ben looking around

"There!" shouted Gwen as she pointed her arm outwards pointing towards a figure hovering across the sky

"Come on" Ben said as he lifted Gwen once again and bounded across the rooftops desperate to reach Kevin

"At least he's moving towards Grandpa" Gwen stated hopefully

"Yeah, but we still need to get him all the way there" Ben stated

As they neared in on Kevin, Gwen shouted out another spell "Kimo Chaa!" she said as blasts of yellow shot from her hands

Kevin grunted as he was blasted from behind as he fell to the ground, Ben and Gwen following him in return

Kevin slowly got up from the ground as he rubbed his head "Okay, now I'm really MAD!" he growled as he shot towards them, but they were able to dodge out of his way as they took off towards the Rust Bucket which they knew was not far away

They ran as fast as they could as they continued to round corners "We're almost there!" panted Gwen nearly out of breathe

Suddenly from behind them blasts of fire appeared "Watch out!" shouted Ben as he pushed Gwen out of the way

"Ben!" she shouted

"I'm okay Gwen go and help Grandpa I'll lead him there myself" Ben told her as he turned to face Kevin

"But Ben-" she began to argue

"Don't argue Gwen please, just go!" he shouted

Gwen tried to retort but knew he was right as she turned to leave she took one more look back over her shoulder watching the battle unfold

"It's just you and me now Kevin" said Ben standing up

Kevin grinned "That just makes it all the better" he sneered as he blasted green shards towards Ben who easily dodged them

"Gonna have to do better than that Levin" Ben teased as he took off into a run leading Kevin closer towards the Rust Bucket

"GAHHHHHH!" Kevin shouted in annoyance as he took off after Ben

"Almost there" Ben panted as he saw the Rust Bucket in sight, but just as he got closer the omnitrix began to wail and in a flash of red Ben returned to his human self

"Oh no" he said as his run decreased as he was grabbed from behind

"Nowhere to run now Tennyson" Kevin sneered as he brought his flaming hand towards Ben's face

Ben struggled to break free "Kevin you don't want to do this" he choked

Kevin merely laughed into his face "Trust me I do" he grinned as he brought his hand closer

"Badickinis Metalalurca!" a voice shouted behind them, suddenly Kevin was wrapped in strong metal ropes as he dropped Ben to the ground

"Grahhh, what's going on?" Kevin growled as he struggled against the binds

"You won't be able to escape from these ropes to easily" stated Gwen from behind him who was struggling to concentrate on her powers

"Oh yeah watch me" Kevin challenged as he began to struggle beneath the ropes trying to break free

Gwen sunk to her knees as she tried to hold the ropes from around him "I won't let you go!" she shouted as she tossed Kevin towards the Rust Bucket where Max stood with the awaiting blaster

"Grandpa NOW!" shouted Gwen

"Right!" Max shouted as he readied the blaster that began to glow a bright blue color and began to hum

Placing his finger on the trigger Max fired the blaster at Kevin who growled in pain as a blue light engulfed his body

"AUGHHHH!" he shouted out as his body began to twist and thrive

Gwen watched in horror as Kevin's body reacted to the device "Grandpa it's hurting him!" she shouted towards the elderly man

Max continued to focus the ray onto Kevin "I'm sorry Gwen, but it will cause him a little pain, he'll be alright!" he reassured her

But Gwen only continued to watch as Kevin stilled within the blue light as two of his four arms began to retract into his body

"Its working" Ben whispered in amazement

Suddenly Kevin's massive form began to shrink in size as his body's skin came to wrap itself around his normal limbs, finally in a final burst of light his normal human self came to be as he fell to the ground with a thud

"Kevin!" Gwen shouted as she ran towards him

As she approached him she picked his head off of the ground and laid it across her lap pushing his black hair from his face

"Kevin can you hear me?" she asked quietly

His body began to stir slightly as he slowly opened his eyes "Ugh, my head, what happened?" he questioned looking into Gwen's eyes as he rubbed his head

"Kevin" she whispered as her eyes began to fill tears

He gave her a questioning look as he attempted to push himself off of the ground, but no sooner had he sat up was he engulfed into a hug by Gwen as she began to cry into his bare shoulder

He placed and arm around her as he held her "Gwen what's wrong?" he questioned hysterically wondering why she was crying all of a sudden

Ben and Max approached them "What did I miss?" he questioned them as Gwen pulled away from her embrace

She gave a small sniff "Y…you mean you don't remember?"

Kevin shook his head "No not really" he said apologetically as he looked down to his bare chest

"What happened to my shirt, and why do all I have on are my shorts?" he looked up to Ben and Max who began to laugh

Max reached out his hand towards Kevin who lifted him off of the ground, Gwen standing next to them

"We've got a lot to catch you up on" she said smiling at him

Kevin raised an eyebrow as they led him back into the Rust Bucket

After Kevin had taken a shower and had been fed a decent meal Ben, Gwen and Max went into full detail as to what happened

Kevin only sat there dumbfounded at his actions as he held onto his head in anger "I…can't believe I did that"

Gwen placed a hand onto his shoulder "It wasn't your fault Kevin, if it wasn't for Vilgax, none of this would have happened" she soothed

Kevin only shook his head "No, this happened because I wasn't strong enough, because I couldn't control my own powers, I shouldn't be tossed around like that!" he stated angrily

"All that matters now is that you're safe" smiled Gwen

Kevin sighed as he looked her in the eyes "I'm just glad I didn't hurt you" he whispered

Gwen was taken aback to the statement as she began to redden a little, but Max interrupted the moment

"I think we've all had enough excitement for one day, Gwen, Ben why don't you two hit the hay, I need to talk to Kevin in private" Max stated while looking at Kevin who only looked down to his lap

Ben and Gwen silently stood as they went to the back of the Rust Bucket while Kevin and Max went outside to talk

As Gwen lied in her bed she tried to listen to the hushed voices coming from outside "What do you think they're talking about?" Gwen questioned Ben

"I don't know, I hope it's not anything bad" he responded

"Anything bad?" she asked

"Yeah, I mean do you think Grandpa's angry with Kevin?" Ben retorted

Gwen sighed "I don't think so, Grandpa's not like that" she whispered

After a moment of silence Ben responded "yeah I guess you're right"

Gwen didn't respond but just continued to strain to listen to the conversation that was going on outside when the door to the Rust Bucket quickly opened, and as it did so Gwen glued her eyes shut pretending she was asleep

"G'night Kevin" she heard Max whisper

"Good night sir" she listened to Kevin respond, when after about ten minutes the Rust Bucket filled with the familiar snoring, which strangely lulled her to sleep

The next morning Gwen was awoken by the sound of laughter coming from the outside of the Rust Bucket, curious she got up from beneath her covers and went outside discovering the three boys laughing at a joke Ben had just told

They continued to laugh but it was shortly diminished as Kevin locked eyes with hers, he gave her a soft smile in which she returned

"What's going on?" she questioned

"Not much, we just started to pack up when Ben began to tell us a story to lighten the mood" responded Max

Gwen nodded to the response as she went to stand by Kevin she placed a hand onto his shoulder "You feeling better?"

Kevin gave her a warm smile "Now that I'm back to my regular self I am"

Gwen nodded in return "Okay kids lets pack up we've still got two weeks left of summer and I plan to make it fun filled for you"

The kids nodded in agreement as they piled into the Rust Bucket and headed off to their next destination

They arrived at another camp ground where there thankfully was a pond in which the kids spent the entire day swimming and catching up on lost events

Kevin was amazed at all the alien activity that had taken place over the course of the time he was gone

"I can't believe I missed you getting all those awesome new aliens!" Kevin complained as he bit into his hamburger

"I know I wish you could have seen that giant tick it was totally awesome!" stated Ben

Gwen rolled her eyes and began to eat her dinner as well as the night sky darkened around them

Max had turned in early and Ben had fallen asleep by the campfire leaving Gwen and Kevin alone to sit and talk by the fire

"So, what did you and Grandpa Talk about last night?" Gwen questioned

Kevin turned his head towards her and smiled "I hope you wouldn't have asked till a few more days"

Gwen raised her arms in defense "I mean that is if what you talked about was private then I-" she started

"He he, don't worry Gwen" Kevin interrupted raising a hand towards her

They sat in silence for a few minutes watching the fire flicker Kevin sighed "I just didn't want you to know now, so that you wouldn't worry till later"

Gwen looked over at him "What do you mean?"

Kevin smiled at her as he let out a breathe "He talked to me about the future" he stated simply

Gwen gave him a questioning look as he continued "He knows that I have a lot to learn about my powers and well…last night he told me about…my father" he said while looking up towards the sky

"He did?" Gwen remarked

Kevin grinned "yeah he did and it was amazing to hear all those awesome stories about him, but he also told me about the ways of really controlling my powers"

Kevin sighed "Your Grandpa asked me if I would like to join him on a journey"

"A journey?" Gwen questioned doubtfully

"Yeah like, he said he would take me to travel the universe, he said he would even take me to my dad's home planet, where I could learn from other Osmosians" he smiled to the sky eagerly

Gwen frowned at the realization as she looked towards the ground "So…you mean you're leaving?"

Kevin turned his head towards her and gave her a soft smile "Yeah…I would be I mean…I have to catch up to you somehow" he joked

She turned her head towards him and smiled "Really?"

"Of course, I can't believe how much you've progressed I really am happy for you and to only hope that one day I'll be just as strong and determined as you are" he replied honestly

Gwen began to turn red "Thanks" she whispered

Kevin gave a slight nod "So how long would you be gone for?" she quickly questioned

He frowned at her question "A long time" he said quietly as Gwen's smile disappeared

"So just as I-I mean we get you back, you're leaving?"

Kevin nodded in return "It has to be done, who knows the next time I lose control, I can't hurt helpless people like that…nor the people I truly care about" he said turning to look at Gwen who stared back

They both studied each other carefully trying to take in one another's presence

"I know we have a special bond Gwen, I don't know what I would do if I hurt you or if I wasn't strong enough to protect you"

Gwen gazed at him taking in his words "But that means that I'll be losing you" she whispered as tears began to leak from her eyes

Kevin scooted closer as he began to wipe the tears from her eyes "You know you'll never lose me Gwen" he comforted

Gwen sniffed back her tears as she looked him in the eyes once more, she studied the dark abyss of his eyes knowing that his words were true, she found herself smiling

"Yeah…you're right I know we'll never lose each other" she agreed

He smiled back "That's good" he whispered as he pulled her close and into a hug that seemed to last forever

"When are you leaving?" she decided to ask

Kevin sighed "After we drop you and Ben off"

Gwen nodded into his shoulder as they both turned to watch the fire die down, as they both drifted off to sleep

The last two weeks of summer flew by way too fast for the team, before they knew it they were approaching Ben's hometown that was just ten miles away from Gwen's

Max pulled the Rust Bucket up to Ben's normal American home, they all stepped out of the R.V with frowns on their faces

"This summer went by too quickly" Ben acknowledged as he helped Max unload his gear

Max chuckled as he ruffled Ben's hair "summer always goes by too fast" he remarked handing Ben his last bag as they headed out to the front of Ben's house where Kevin and Gwen stood

Ben approached Gwen giving her a tight hug "Thanks for everything cuz" Ben said smiling

"Thanks for keeping the summer interesting" Gwen smiled as she pulled away

Ben turned to Kevin as they gave a quick fist bump "Take care Kevin and watch out for my Grandpa"

Kevin nodded "No problem dude, the next time you see me I'll be the strongest Osmosian you'll ever know" he stated proudly

Ben began to laugh "You're the _only_ Osmosian I know"

"Oh, um, right" Kevin laughed as he scratched the back of his head

Max approached Ben and gave him a tight hug "Thanks for the great trip Grandpa it was fun"

Max chuckled "Definitely one we will never forget" he said while placing his hand onto Ben's head

Ben smiled up at his Grandpa "Thanks again Grandpa"

"No problem Ben I'll see you soon take care" Max smiled down at Ben who launched himself into the older man's arms

"Be safe Grandpa" Ben whispered in the embrace

"I will, and take care of that omnitrix as well" Max joked as he broke away from the embrace

"Don't worry Grandpa I will" Ben stated as he watched the three of them climb back into the R.V where they took off

Ben waved to them as they began to leave; he continued to watch the Rust Bucket drive till he could see it no more "Bye" he whispered as he headed into his house

The drive to Gwen's house seemed to take a mere second as they pulled up to her large house, Kevin and Gwen had sat in silence as they rode in the R.V, taking in each other's presence

They all stepped out of the vehicle with slight disappointment as they all knew this was the last they would see of each other for quite sometime

Max handed Gwen her last bag as she stood at the end of her driveway, she approached him as they enveloped into a hug

A small tear ran down the side of her face "Thanks Grandpa for one amazing summer" Gwen breathed as she pulled away from their embrace

Max gave her a warm smile "I can't believe how much you've changed in this short amount of time, the next time I'll see you, you'll be a young lady"

Gwen blushed at her comment "Don't be gone to long Grandpa" she smiled

Max nodded as they gave one last hug "Please take care of him" she whispered into his ear

He pulled away from her hug and gave her a slight nod, "Don't worry I will" he said as he looked between Gwen and Kevin who now stood near each other

He gave a small chuckle "Kevin I'll meet you in the Rust Bucket after you've said your good-bye's" Max stated as he headed back inside the R.V

Kevin and Gwen stood facing each other "So this is it?" Gwen sighed looking into his eyes

Kevin gave a small smile "For now it is, but don't worry Gwen, we'll be back" he said as he picked up both her hands and holding them in his own

They both blushed at the movement "Gwen, I can't thank you enough for everything you've done for me" Kevin stated

Gwen began to look away as her blushed deepened "It wasn't just me" she whispered

Kevin chuckled "Yeah but, you were the one who really got through to me" he whispered in return

"Promise me you'll write?" Gwen said as she turned to face him again, Kevin laughed

"Of course, just as long as you do" he replied

"We've got ourselves a deal then" Gwen smiled

Kevin nodded "We do, so shall we seal the deal then?" he half joked

Gwen rolled her eyes "Okay, here" she said as she pulled her hands out of his and brought her hand up to her hair where she pulled out her hair clip making her flaming red hair fall into her face

She held it out in front of his face as he smiled and took the small token, "Thanks, and since you gave me this" he said gesturing to the clip "I'll give you this" he said as he pulled his necklace off from around his neck and handed it to Gwen who laughed

"Wow these are cheesy gifts" she laughed, Kevin laughed in return

"Yeah they are, but here's my promise, I'll bring it back to you if I return" he suggested

"_When _you return" Gwen corrected

Kevin chuckled "Fine _when _I return"

They both looked at each other as they came closer together and enveloped each other in a warm hug

Gwen began to cry as she pulled him closer "I'll miss you" she whispered into his chest

"I'll miss you too" he said as a lone tear escaped his eye

They pulled away from each other "Promise me you'll look after yourself…and Grandpa"

Kevin nodded "Of course" as he began to turn away from her

Gwen looked down to the ground as she made up her mind "Kevin?" she whispered

Kevin stopped in his tracks as he turned to face Gwen who had approached him

She grabbed his shoulder and brought his face closers to hers as she placed a small kiss onto his cheek "Take care" she whispered

Kevin pulled away blushing furiously as he stepped towards the Rust Bucket still facing Gwen "Y…yeah you too" he stuttered as he got into the Rust Bucket

Gwen smiled up to the windows where she waved to Kevin who waved back, she watched the Rust Bucket drive down the road till she could see it no more

She sighed as she turned to face her house, but to also where she knew she needed to continue on, knowing that someday they would meet again

She smiled and turned her head towards where the Rust Bucket had disappeared, "I'm proud of you Kevin" she whispered to the wind as the sun began to set into the distance.

**WOOHOO! Finished, I'm so glad to be done the first part so I can move on to when they become older! I think I'm going to make it so that they are all 14 yrs old, and yes I know Kevin is a year older, but I will probably have him turn 15 in the story. I just wanted them to be at an age where they could be more romantically involved, going to start on the story tonight the sequel will be called When He Returns, so be looking out for it!**

**Thanks again for reading and to all of you who stuck with my story, I can't thank you enough and hope that you will read my sequel!**

**Please Read and Review! And please no flames!**


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